Post Holdings (NYSE: POST) details 2027 pay for new CEO and chair
Rhea-AI Filing Summary
Post Holdings detailed compensation terms for previously announced leadership changes effective October 1, 2026, with Robert V. Vitale becoming Executive Chairman and Nicolas Catoggio becoming President and Chief Executive Officer.
Vitale will receive an annual base salary of $1,287,500, a target bonus of 50% of salary under the Senior Management Bonus Program based on Adjusted EBITDA for fiscal 2027, and 2027 equity grants of time-based RSUs and PRSUs, each with a fair market value of $1,034,375. Catoggio will receive a base salary of $900,000, a target bonus of 115% of salary, 2027 RSU and PRSU grants each valued at $3,407,500, and a promotion equity grant of $2,500,000 split evenly between RSUs and PRSUs. For both executives, PRSUs vest from 0% to 260% based on total shareholder return versus peer companies in the Russell 3000 Packaged Foods and Meats index over a three-year period, and they remain eligible for existing retirement, severance, and benefit plans.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Executive Chairman base salary: $1,287,500
CEO base salary: $900,000
Vitale bonus target: 50% of annual base salary
+5 more
8 metrics
Executive Chairman base salary
$1,287,500
Annual base salary for Robert V. Vitale as Executive Chairman
CEO base salary
$900,000
Annual base salary for Nicolas Catoggio as President and CEO
Vitale bonus target
50% of annual base salary
Target cash bonus opportunity for fiscal 2027
Catoggio bonus target
115% of annual base salary
Target cash bonus opportunity for fiscal 2027
Vitale RSU and PRSU grant values
$1,034,375 each
2027 time-based RSUs and PRSUs for Executive Chairman
Catoggio RSU and PRSU grant values
$3,407,500 each
2027 time-based RSUs and PRSUs for President and CEO
Catoggio promotion equity grant
$2,500,000
Three-year vesting equity split evenly between RSUs and PRSUs
PRSU vesting range
0% to 260%
Based on TSR ranking versus Russell 3000 Packaged Foods and Meats index over three years
Key Terms
performance-based restricted stock units, total shareholder return, Russell 3000 Packaged Foods and Meats index, Supplemental Executive Retirement Plan, +1 more
5 terms
performance-based restricted stock units financial
"An award of performance-based restricted stock units with a fair market value"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Russell 3000 Packaged Foods and Meats index financial
"Compared to TSR rankings of peer companies in the Russell 3000 Packaged Foods and Meats index"
Supplemental Executive Retirement Plan financial
"Eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan"
Executive Severance Plan financial
"Eligible to participate in the Post Holdings, Inc. Executive Severance Plan"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What leadership changes at POST take effect on October 1, 2026?
On October 1, 2026, Robert V. Vitale transitions to Executive Chairman of Post Holdings, and Nicolas Catoggio becomes President and Chief Executive Officer. These moves follow earlier Board approval of the executive transitions.
What is Robert Vitale’s compensation as Executive Chairman of POST?
Robert Vitale will receive an annual base salary of $1,287,500, a target bonus equal to 50% of salary under the Senior Management Bonus Program, and 2027 RSU and PRSU equity awards each with a fair market value of $1,034,375, tied to company performance.
What is Nicolas Catoggio’s compensation as President and CEO of POST?
Nicolas Catoggio will receive a base salary of $900,000, a target bonus of 115% of salary, 2027 RSU and PRSU grants each valued at $3,407,500, plus a promotion equity grant of $2,500,000 split evenly between RSUs and PRSUs.
How are POST executives’ 2027 incentive awards linked to performance?
Both executives’ 2027 bonuses are expected to depend on Adjusted EBITDA for fiscal 2027, and their PRSU awards will vest from 0% to 260% based on total shareholder return versus the Russell 3000 Packaged Foods and Meats index over three years.
Do POST executives keep retirement and severance benefits under their new roles?
Yes. Both Robert Vitale and Nicolas Catoggio remain eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan, the Executive Severance Plan, the company’s health and welfare benefit plans, and the Post Holdings, Inc. Savings Investment Plan.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026 (May 5, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (314 ) 644-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
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.
2
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 10.1 | Offer Letter for Robert V. Vitale, dated August 4, 2026 | ||||
| 10.2 | Offer Letter for Nicolas Catoggio, dated August 4, 2026 | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | ||||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 7, 2026 | Post Holdings, Inc. | |||||||
(Registrant) | ||||||||
By: | /s/ Diedre J. Gray | |||||||
Name: | Diedre J. Gray | |||||||
Title: | Executive Vice President, General Counsel and Chief Administrative Officer, Secretary | |||||||
4