UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

BellRing Brands, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required

 

☐	Fee paid previously with preliminary materials

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

December 21, 2022

Dear Fellow Stockholders:

You are cordially invited to attend our annual meeting of stockholders on Monday, February 6, 2023. We will hold the meeting at 9:00 a.m., Central Time. The meeting will be entirely virtually, conducted via a live audio-only webcast, in order to protect the health and safety of our stockholders and employees.

In connection with the annual meeting, we have prepared a notice of the meeting, a proxy statement, a proxy card and our annual report to stockholders for the fiscal year ended September 30, 2022, which contain detailed information about us and our operating and financial performance. On or about December 21, 2022, we began mailing to our stockholders these materials or a Notice Regarding the Availability of Proxy Materials containing instructions on how to access these materials online.

Whether or not you plan to attend the meeting, we encourage you to vote your shares. You may vote by telephone or on the Internet, or if you received or requested to receive printed proxy materials, complete, sign and return the enclosed proxy card in the postage-paid envelope enclosed with the proxy materials. We would greatly appreciate your prompt execution of your proxy.

 

BellRing Brands, Inc.

2503 S. Hanley Road

St. Louis, Missouri 63144

December 21, 2022

Notice of Annual Meeting of Stockholders

Dear Stockholders:

The 2023 annual meeting of stockholders of BellRing Brands, Inc. will be held at 9:00 a.m., Central Time, on Monday, February 6, 2023. The meeting will be held exclusively online, via a live audio-only webcast, in order to protect the health and safety of our stockholders and employees. If you plan to attend the virtual meeting, please see the information below as well as the attendance and registration instructions in the proxy statement. There will be no physical location for this meeting.

 

Meeting Information:		Date:		Monday, February 6, 2023
		Time:		9:00 a.m., Central Time
		Website:		www.meetnow.global/MJR6HQD

At the annual meeting, stockholders will consider the following matters:

 

1.

the election of two 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, 2023;

 

3.

to consider and vote upon a proposal to increase the number of authorized shares under the Company’s 2019 Long-Term Incentive Plan by 6,000,000 shares from 2,000,000 shares to 8,000,000 shares;

 

4.

to consider and vote, on an advisory basis, for the adoption of a resolution approving the compensation of our named executive officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement; and

 

5.

any other business properly introduced at the annual meeting.

The close of business on December 13, 2022 has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof. This notice of the meeting and the proxy statement and proxy card are first being sent or made available to stockholders on or about December 21, 2022.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish these proxy materials and our annual report to stockholders on the Internet. This means that most stockholders will not receive paper copies of our proxy materials and annual report to stockholders. We will instead send stockholders a Notice Regarding the Availability of Proxy Materials with instructions for accessing the proxy materials and annual report to stockholders on the Internet. We believe that posting these materials on the Internet enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our annual meeting.

Your vote is important. Please note that if you hold your shares through a broker, your broker cannot vote your shares on any matter, except ratification of the appointment of PricewaterhouseCoopers LLP as our

independent registered public accounting firm, in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FEBRUARY 6, 2023

This notice, the proxy statement attached to this notice and our annual report to stockholders for the fiscal year ended September 30, 2022 are available at www.envisionreports.com/BRBR and on our website at www.bellring.com.

PROXY STATEMENT

Table of Contents

 

		Page
PROXY STATEMENT SUMMARY			1
PROXY AND VOTING INFORMATION			3
CORPORATE GOVERNANCE			9
Overview			9
Director Independence and Role of the Independent Lead Director			9
Code of Conduct			9
Conflicts of Interest			10
Policy on Hedging and Pledging Company Stock			10
Structure of the Board of Directors			10
Board Meetings and Committees			10
Nomination Process for Election of Directors			12
Other Board Service			12
Role of the Board in Risk Oversight			13
Board Leadership Structure			13
Director Evaluations			14
Policy on Director Diversity			14
Communication with the Board			15
Environmental Sustainability and Social Matters			15
Information Technology and Cybersecurity Risk Oversight			16
ELECTION OF DIRECTORS (PROXY ITEM NO. 1)			18
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROXY ITEM NO. 2)			22
AUDIT COMMITTEE REPORT			24
COMPENSATION DISCUSSION & ANALYSIS			25
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			44
COMPENSATION COMMITTEE REPORT			44
EXECUTIVE COMPENSATION			45
Summary Compensation Table			45
Outstanding Equity Awards at September 30, 2022			48
Potential Payments Upon Termination of Employment or Change in Control			49
SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS			57
Security Ownership of Certain Beneficial Owners			57
Security Ownership of Management			57
Delinquent Section 16(a) Reports			58
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			60
Policies and Procedures Governing Related Party Transactions			60
Related Party Transactions			60
INCREASE IN THE AUTHORIZED SHARES UNDER THE COMPANY’S 2019 LONG-TERM INCENTIVE PLAN (PROXY ITEM NO. 3)			66
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION  (PROXY ITEM NO. 4)			74
OTHER MATTERS			75
Proxy Solicitation			75
Stockholder Director Nominations and Proposals for the 2024 Annual Meeting			75
Form 10-K and Other Filings			75
Internet Availability of Proxy Materials			75
List of Stockholders			76
Householding			76

 

i

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary is not a complete description, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING

 

Time and Date:		9:00 a.m. Central Time, on Monday, February 6, 2023
Website:		www.meetnow.global/MJR6HQD
Record Date:		December 13, 2022
Voting:		Stockholders on the record date are entitled to one vote per share on each matter to be voted upon at the annual meeting.

VOTING ITEM

 

Item				Board Recommendation		Page Reference
1		Election of Two Directors		For all nominees			18
2		Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2023		For			22
3		To consider and vote upon a proposal to increase the number of authorized shares under the Company’s 2019 Long-Term Incentive Plan by 6,000,000 shares from 2,000,000 shares to 8,000,000 shares		For			66
4		To consider and vote, on an advisory basis, for the adoption of a resolution approving the compensation of our named executive officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement		For			74

Board of Directors

The following table provides summary information about each director nominee as of November 11, 2022. At our annual meeting, stockholders will be asked to elect the two director nominees in Class I listed in the table below. The Board unanimously recommends a vote FOR each nominee.

Class I - Directors whose terms expire at the 2023 annual meeting of stockholders and who are nominees for terms expiring at the 2026 annual meeting

 

Board Committees(1)

Name

Director Since

Occupation and Experience

Independent

AC

CGCC

EC

SC

Darcy Horn Davenport

2019

President and CEO, BellRing Brands, Inc.

No

Elliot H. Stein, Jr.

2019

Retired Executive

Yes

✓

✓

✓

✓

 

(1)	AC – Audit Committee; CGCC – Corporate Governance and Compensation Committee; EC – Executive Committee

 

1

Independent Registered Public Accounting Firm

As a matter of good governance, we are asking our stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023. The Board unanimously recommends a vote FOR ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Increase in the Authorized Shares under our 2019 Long-Term Incentive Plan

We are asking our stockholders to approve an increase in the authorized shares available for equity compensation awards under our 2019 Long-Term Incentive Plan (the “2019 LTIP”). We seek to make an additional 6,000,000 shares available for issuance under the 2019 LTIP. We anticipate that this increase in available shares will be sufficient to cover all grants made over at least the next four years, and we believe that the increase in the authorized shares under the 2019 LTIP is necessary in order to allow continued utilization of equity awards to attract, retain and motivate employees and to further align the interests of our employees with those of our stockholders. The Board unanimously recommends a vote FOR the increase in the authorized shares under the 2019 LTIP.

Advisory Vote on Executive Compensation

As required by Section 14A of the Exchange Act, which was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are asking our stockholders to vote to approve or not approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices with respect to our named executive officers. The Board unanimously recommends a vote FOR the approval of the executive compensation of our named executive officers.

 

2

PROXY AND VOTING INFORMATION

Why am I receiving these materials?

The Board of Directors (the “Board of Directors” or the “Board”) of BellRing Brands, Inc. (“BellRing,” the “Company” or “we”) is soliciting proxies for the 2023 annual meeting of stockholders. This proxy statement, the form of proxy and the Company’s 2022 annual report to stockholders will be available at www.envisionreports.com/BRBR beginning on December 21, 2022. On or about December 21, 2022, a Notice Regarding the Availability of Proxy Materials (the “Notice”) will be mailed to stockholders of record at the close of business on December 13, 2022, the record date for the 2023 annual meeting of stockholders. On the record date, there were 134,425,726 shares of our common stock outstanding.

How can I receive printed proxy materials?

We have elected to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to you online. We believe electronic delivery will expedite stockholders’ receipt of materials, while lowering costs and reducing the environmental impact of our annual meeting by reducing printing and mailing of full sets of materials. On or about December 21, 2022, we mailed to many of our stockholders a Notice containing instructions on how to access our proxy statement and annual report to stockholders online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials, unless you specifically request one. However, the Notice contains instructions on how to receive a paper copy of the materials.

Why is the Company holding a virtual annual meeting? How can I attend?

The Board of Directors has decided that the annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively online via a live audio-only webcast, in order to protect the health and safety of our stockholders and employees. There will be no physical location for the annual meeting. You are entitled to participate in the annual meeting only if you were a stockholder as of the close of business on the record date, or if you hold a valid proxy for the annual meeting. The virtual annual meeting has been designed to provide substantially the same rights to participate as you would have at an in-person meeting.

If you are a stockholder, you can attend the annual meeting online, vote and submit your questions prior to and during the meeting by visiting www.meetnow.global/MJR6HQD. Please follow the login and registration instructions outlined below. You will need a 15-digit control number to participate in the annual meeting.

Anyone may enter the annual meeting as a guest in listen-only mode at www.meetnow.global/MJR6HQD, but only stockholders of record and beneficial owners of shares who have registered for the meeting may participate in the annual meeting.

The online meeting will begin promptly at 9:00 a.m., Central Time on Monday, February 6, 2023. We encourage you to access the meeting prior to the start time to provide ample time for logging in. Rules of conduct for the annual meeting will be posted on the annual meeting website at www.meetnow.global/MJR6HQD.

I am a stockholder of record. How do I register for the annual meeting?

If you are a stockholder of record (i.e., you hold your shares through the Company’s transfer agent, Computershare), then you do not need to register to attend the annual meeting virtually. To attend the meeting, please visit the annual meeting website at www.meetnow.global/MJR6HQD to log in on the day of the meeting. To access the meeting, you will need to enter the 15- digit control number printed in the shaded bar on your proxy card or Notice.

 

3

I am a beneficial owner of shares. How do I register for the annual meeting?

If your shares are held in “street name” (i.e., you hold your shares through an intermediary, such as in a stock brokerage account or by a bank or other nominee), then you must register in advance in order to attend the annual meeting virtually. To register, you must submit a legal proxy that reflects your proof of proxy power. The legal proxy must reflect your BellRing Brands, Inc. share holdings, along with your name. Please forward a copy of the legal proxy, along with your email address, to Computershare. Requests for registration should be directed to Computershare either by email to legalproxy@computershare.com (forwarding the email from your broker or attaching an image of your legal proxy) or by mail to Computershare, BellRing Brands Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than Wednesday, February 1, 2023. You will receive a confirmation of your registration by email (or by mail, if no email address is provided) after Computershare receives your registration materials. To attend the meeting, please visit the annual meeting website at www.meetnow.global/MJR6HQD to log in on the day of the meeting. To access the meeting, you will need to enter the 15-digit control number provided in the confirmation sent by Computershare.

What if I have trouble accessing the annual meeting virtually?

If you have difficulties logging into the annual meeting virtually, you can utilize the technical resources available on the log-in webpage for the virtual annual meeting at www.meetnow.global/MJR6HQD or contact 888-724-2416 (locally) or +1 781-575-2748 (internationally) for technical assistance.

If there are any technical issues in convening or hosting the annual meeting, we will promptly post information to our newsroom website, www.bellring.com/news, under the Corporate and Financial Releases heading, including information on when the meeting will be reconvened.

What am I being asked to vote on at the meeting?

We are asking our stockholders to consider the following items:

 

1.

the election of the two 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, 2023;

 

3.

to consider and vote upon a proposal to increase the number of authorized shares under the Company’s 2019 Long-Term Incentive Plan by 6,000,000 shares from 2,000,000 shares to 8,000,000 shares;

 

4.

to consider and vote, on an advisory basis, for the adoption of a resolution approving the compensation of our named executive officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement; and

 

5.

any other business properly introduced at the annual meeting.

How many votes do I have?

You have one vote for each share of our common stock that you owned at the close of business on the record date. These shares include:

 

•

shares registered directly in your name with our transfer agent, for which you are considered the “stockholder 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 the BellRing Brands, Inc. 401(k) Plan.

 

4

What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the “stockholder of record” with respect to those shares. We have sent a Notice or proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in “street name.” Your broker, bank or other nominee who is considered the stockholder of record with respect to those shares has forwarded a Notice or proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card included in the mailing or by following its instructions for voting by telephone or the Internet.

How can I vote my shares?

You can vote by proxy or online at the virtual annual meeting. If you intend to vote at the virtual annual meeting, please refer to “Why is the Company holding a virtual annual meeting? How can I attend?” on page 3, “I am a stockholder of record. How do I register for the annual meeting?” on page 3 and “I am a beneficial owner of shares. How do I register for the annual meeting?” on page 4.

How do I vote by proxy?

Pursuant to rules adopted by the SEC, we are providing you access to our proxy materials over the Internet. Accordingly, we are sending a Notice to our stockholders of record. If you received a Notice by mail, you will not receive a printed copy of the proxy materials, including a printed proxy card, unless you request to receive these materials. The Notice will instruct you as to how you may access and review the proxy materials on the Internet on the website referred to in the Notice. The Notice also instructs you as to how you may vote on the Internet.

If you are a stockholder of record, you may vote by telephone, Internet or mail. Our telephone and Internet voting procedures are designed to authenticate stockholders by using individual control numbers that can be found on the Notice or proxy card mailed to you.

Registered Shares:

 

•

Voting by telephone: You can vote by calling 800-652-VOTE (800-652-8683) within the United States, United States Territories and Canada and following the instructions provided. Telephone voting is available 24 hours a day, 7 days a week.

 

•

Voting by Internet: You can vote via the Internet by accessing www.envisionreports.com/BRBR and following the instructions provided. Internet voting is available 24 hours a day, 7 days a week.

 

•

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.

Street Name Shares: If you hold shares through a broker, bank or other nominee, you will receive materials from that person explaining how to vote.

If you submit your proxy using any of these methods, Paul A. Rode or Craig L. Rosenthal, who have been appointed by our Board of Directors as the proxies for our stockholders for this meeting, with full power of substitution, will vote your shares in the manner you indicate. You may specify whether your shares should be voted for all, some or none of the nominees to our Board of Directors and for or against any other proposals

 

5

properly introduced at the annual meeting. If you vote by telephone or Internet and choose to vote with the recommendations of our Board of Directors, or if you vote by mail, sign your proxy card and do not indicate specific choices, your shares will be voted “FOR” the election of the two nominees to our Board of Directors; “FOR” ratification of the appointment of our independent registered public accounting firm; “FOR” the increase in the authorized shares under the Company’s 2019 Long-Term Incentive Plan; and “FOR” the advisory approval of executive compensation.

If any other matter is presented at the meeting, your proxy will authorize Paul A. Rode or Craig L. Rosenthal to vote your shares in accordance with their best judgment. At the time this proxy statement was printed, we knew of no matters to be considered at the annual meeting other than those referenced in this proxy statement.

If you wish to give a proxy to someone other than Paul A. Rode or Craig L. Rosenthal, you may strike out their names on the proxy card and write in the name of any other person, sign the proxy and deliver it to the person whose name has been substituted.

How can I authorize someone else to attend the annual meeting or vote for me?

Stockholders of Record: Stockholders of record can authorize someone other than the individual(s) named on the proxy card or Notice to attend the virtual meeting or vote on their behalf by crossing out the individual(s) named on the proxy card or Notice and inserting the name, address and email address of the authorized person. Request registration of an authorized representative for the annual meeting by forwarding an image of your updated proxy card or Notice to Computershare either by email to legalproxy@computershare.com or by mail to Computershare, BellRing Brands Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Beneficial Owners of Shares: Beneficial owners of shares can authorize someone other than the individual(s) named on the legal proxy obtained from their brokers or banks to attend the virtual meeting or vote on their behalf by providing a written authorization to the authorized individual along with a legal proxy. Contact information for the authorized individual, including name, address and email address, is required for registration of the authorized representative. Requests for registration of an authorized representative for the annual meeting, along with the contact information specified above and an image of your legal proxy, should be directed to Computershare either by email to legalproxy@computershare.com or by mail to Computershare, BellRing Brands Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Requests for registration of an authorized representative must be labeled as “Legal Proxy” and be received by Computershare no later than Wednesday, February 1, 2023.

How can I change or revoke my proxy?

Stockholders of Record: You may change or revoke your proxy by voting again on the Internet or by telephone after submitting your original vote, by submitting a written notice of revocation to BellRing Brands, Inc., c/o Corporate Secretary, 2503 S. Hanley Road, St. Louis, Missouri 63144 before the annual meeting, by requesting and returning a proxy card by mail with a later date, or by attending the annual meeting and voting in person. For all methods of voting, the last vote cast will supersede all previous votes.

Beneficial Owners of Shares: You may change or revoke your voting instructions by following the specific directions provided to you by your broker, bank or other nominee.

How do I vote in person?

You will not be able to vote in person at the annual meeting as the annual meeting will be exclusively virtual this year. However, you will be able to vote online at the virtual annual meeting. See “How can I vote my shares?” on page 5.

 

6

If I hold shares in street name, how can I vote my shares?

You can submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this by telephone, over the Internet or by mail. Please refer to the materials you receive from your broker, bank or other nominee.

How do I vote my shares in the BellRing Brands, Inc. 401(k) Plan?

If you are both a stockholder and a participant in the BellRing Brands, Inc. 401(k) Plan, you will receive a single Notice or proxy card that covers shares of our common stock credited to your plan account as well as shares of record registered in exactly the same name. If your plan account is not carried in exactly the same name as your shares of record, you will receive separate Notices or proxy cards for individual and plan holdings. If you own shares through the plan and you do not return your proxy by 11:59 p.m., Eastern Time, on February 1, 2023, the trustee will vote your shares in the same proportion as the shares that are voted by the other participants in the plan. The trustee also will vote unallocated shares of our common stock held in the plan in direct proportion to the voting of allocated shares in the plan for which voting instructions have been received unless doing so would be inconsistent with the trustee’s duties.

Is my vote confidential?

Voting tabulations are confidential, except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by us, and when a stockholder includes written comments on a proxy or other voting materials.

What “quorum” is required for the annual meeting?

In order to have a valid stockholder vote, a quorum must exist at the annual meeting. For us, a quorum exists when holders of shares representing a majority of the total voting power of capital stock entitled to vote at the meeting are present or represented at the meeting, provided that in no event shall a quorum consist of less than a majority of the total voting power of outstanding shares entitled to vote.

What vote is required?

The election of each director nominee, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022, the increase in the authorized shares under the Company’s 2019 Long-Term Incentive Plan and the advisory approval of the executive compensation of our named executive officers, must each be approved by a majority the total voting power of the shares represented at the annual meeting in person or by proxy and entitled to vote on the matter.

Although the approval of the Company’s executive compensation is advisory and not binding on the Company, the Board of Directors and the Corporate Governance and Compensation Committee, which is responsible for administering the Company’s executive compensation programs, are interested in the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

How are the voting results determined?

A vote of “withhold” for a nominee will not be voted for that nominee. A vote of “abstain” on a matter will be considered to be represented at the annual meeting, but not voted for these purposes. If a broker indicates on its proxy that it does not have authority to vote certain shares held in street name, the shares not voted are referred to as “broker non-votes.” Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in street name on particular proposals under the rules of the New York Stock

 

7

Exchange (the “NYSE”), and the beneficial owner of those shares has not instructed the broker to vote on those proposals. If you are a beneficial owner and you do not submit voting instructions to your broker, bank or other nominee, your broker, bank or other nominee is permitted to vote your shares only with regard to the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Shares registered in the name of a broker, bank or other nominee, for which proxies are voted on some, but not all, matters, will be considered to be represented at the annual meeting for purposes of determining a quorum and voted only as to those matters marked on the proxy card.

Is any other business expected at the meeting?

The Board of Directors does not intend to present any business at the annual meeting other than the proposals described in this proxy statement. However, if any other matter properly comes before the annual meeting, including any stockholder proposal omitted from the proxy statement and form of proxy pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proxies will act on such matter in their discretion.

How can I ask questions pertinent to annual meeting matters?

Stockholders may submit questions either before the annual meeting (from Monday, January 16, 2023 until Monday, January 30, 2023) or during the annual meeting. If you wish to submit a question either before or during the annual meeting, please log into www.meetnow.global/MJR6HQD, enter your 15-digit control number and follow the instructions to submit a question. Questions pertinent to meeting matters will be answered during the meeting after voting is completed, subject to time constraints. Questions or comments that relate to proposals that are not properly before the annual meeting, relate to matters that are not proper subject for action by stockholders, are irrelevant to the Company’s business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another stockholder, or are not otherwise suitable for the conduct of the annual meeting as determined in the sole discretion of the Company, will not be answered. In addition, questions may be grouped by topic by our management with a representative question read aloud and answered.

What happens if the annual meeting is adjourned or postponed?

If the annual meeting is adjourned or postponed, your proxy will still be valid and may be voted at the adjourned or postponed meeting.

Where can I find the voting results?

We intend to announce preliminary voting results at the annual meeting. We will publish the final results in a Current Report on Form 8-K, which we expect to file with the SEC on or before February 9, 2023. You also can go to our website at www.bellring.com to access the Form 8-K. Information on our website does not constitute part of this proxy statement.

 

8

CORPORATE GOVERNANCE

Overview

We are dedicated to creating long-term stockholder value. It is our policy to conduct our business with integrity and a commitment to providing value to our customers and consumers. All of our corporate governance materials, including our corporate governance guidelines, our code of conduct for directors, officers and employees, our Audit Committee charter and our Corporate Governance and Compensation Committee charter, are published under the Corporate Governance section within the Investor Relations portion of our website at www.bellring.com. Information on our website does not constitute part of (and shall not be deemed incorporated by reference in) this proxy statement or any other document we file with the SEC. Our Board of Directors regularly reviews these materials, Delaware law, the rules and listing standards of the NYSE and SEC rules and regulations, as well as best practices suggested by recognized governance authorities, and modifies our corporate governance materials as warranted.

Director Independence and Role of the Independent Lead Director

Our Board of Directors follows the categorical independence standards based on the NYSE listing standards and the SEC rules and regulations as described in our corporate governance guidelines. Our Board has determined, in its judgment, that all of our non-employee directors, except for Mr. Vitale, our Executive Chairman of the Board, are independent directors as defined in the NYSE listing standards and the SEC rules and regulations.

The independent members of the Board of Directors meet regularly in executive sessions without the presence of management. These sessions are normally held in conjunction with regular Board and committee meetings. The chairman of the Corporate Governance and Compensation Committee acts as the presiding director during an executive session of the Board, and the chairman of the committee then in session acts as the chairman during an executive session of that committee.

Our corporate governance guidelines provide that if the Chairman of the Board is not an independent director, then the chairman of our Corporate Governance and Compensation Committee will serve as our independent Lead Director. Our Lead Director has a number of important responsibilities that are described in our corporate governance guidelines, including (i) working with the Chief Executive Officer to develop Board and committee agendas, (ii) coordinating and chairing executive sessions of the Board’s independent directors and (iii) working with the Corporate Governance and Compensation Committee to identify for appointment the members of the various Board committees. Mr. Stein currently serves as our Lead Director and plays an active role in the Company. He serves as an independent liaison between the Executive Chairman of the Board, the Chief Executive Officer, the other members of our Board and management of our Company. Mr. Stein has extensive knowledge about BellRing’s strategic objectives, the industry in which BellRing operates and the areas of strategic importance to BellRing. Our Chief Executive Officer confers regularly with Mr. Stein on a variety of topics, including updates on the Company’s business and other strategic matters. Mr. Stein also consults regularly with the Company’s independent compensation consultant, Aon, and works closely with Aon to develop proposals for the design of our executive compensation programs, which are then reviewed by our Corporate Governance and Compensation Committee.

Code of Conduct

Our code of conduct sets forth our expectations for the conduct of business by our directors, officers and employees. We intend to post amendments to or waivers from (to the extent applicable to one of our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions) this document on our website or in a report on Form 8-K.

 

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Conflicts of Interest

Pursuant to our code of conduct, each director and officer has an obligation not to engage in any transaction that could be deemed a conflict of interest.

The Corporate Governance and Compensation Committee (the “Committee”) is responsible for approving and ratifying transactions in which one or more directors may have an interest. The Committee reviews the material facts of all interested party transactions that require the Committee’s approval and either approves or disapproves of the entry into the interested party transaction. In the event management, in the normal course of reviewing our records, determines an interested party transaction exists which was not approved by the Committee, management will present the transaction to the Committee for consideration.

No director may participate in the approval of an interested party transaction for which he or she is a related party. If an interested party transaction will be ongoing, the Committee may establish guidelines for our management to follow in its ongoing dealings with the related party.

Policy on Hedging and Pledging Company Stock

We have a policy that prohibits directors and executive officers from engaging in derivative or hedging transactions in the Company’s securities and prohibits pledging of securities by directors and executive officers. Specifically, the policy prohibits directors and executive officers from (i) transactions in put and call options or other hedging transactions (including, but not limited to, prepaid variable forward contracts, equity swaps, collars or exchange funds) and (ii) pledging, hypothecating or otherwise encumbering the Company’s common stock or other equity securities as collateral for indebtedness, including holding such securities in a margin account.

Structure of the Board of Directors

The Board of Directors is currently comprised of six members. Our Certificate of Incorporation and Bylaws provide for a Board of Directors that is divided into three classes as equal in size as possible. The classes have three-year terms, and the term of one class expires each year in rotation at that year’s annual meeting of stockholders. The size of the Board of Directors can be changed by a vote of its members, and in the event of any increase or decrease in the number of directors, the directors in each class shall be adjusted as necessary so that all classes shall be as equal in number as reasonably possible. However, no reduction in the number of directors shall affect the term of office of any incumbent director. Vacancies on the Board of Directors may be filled by a majority vote of the remaining directors, and the Board of Directors determines the class to which any director shall be assigned. A director elected to fill a vacancy, or a new directorship created by an increase in the size of the Board of Directors, serves until the next meeting of stockholders at which directors in his or her assigned class are elected, at which time he or she may stand for election if nominated by the full Board.

Board Meetings and Committees

The Board of Directors has the following three committees: Audit; Corporate Governance and Compensation; and Executive. In addition, the Board of Directors appointed a Special Committee in 2022 to review, evaluate and negotiate on behalf of the Company the various agreements between the Company and Post in connection with the Reorganization Transactions. See “Certain Relationships and Related Transactions — Related Party Transactions — The Reorganization Transactions.” The table below contains information concerning the membership of each of the committees and the number of times the Board of Directors and each committee met during fiscal year 2022. During fiscal year 2022, each director attended at least 75% of the total number of meetings of the Board of Directors and the committee(s) on which he or she served. Because our annual meeting of stockholders is purely routine in nature, our corporate governance guidelines do not require our directors to attend the annual meeting of stockholders and, accordingly, two directors attended the 2022

 

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annual meeting of stockholders. As of January 1, 2023, the Board of Directors and committee members were as follows:

 

Director		Age				First Elected				Term Expires				Board				Audit				Corporate Governance and Compensation				Executive				Special
Robert V. Vitale			56				2019				2025				✓												✓
Darcy Horn Davenport			50				2019				2023				●
Elliot H. Stein, Jr.			73				2019				2023				●				●				✓				●				✓
Thomas P. Erickson			68				2019				2024				●				✓				●								●
Jennifer Kuperman			49				2019				2024				●								●
Chonda J. Nwamu			51				2021				2025				●				●												●
Meetings held in fiscal year 2022															7				4				6				0				7

✓ — Chair         ● — Member

Audit Committee

The Audit Committee’s primary responsibilities are to monitor and oversee (a) the quality and integrity of our financial statements and financial reporting, (b) the independence and qualifications of our independent registered public accounting firm, (c) the performance of our internal audit function and independent registered public accounting firm, (d) our systems of internal accounting, financial controls and disclosure controls and (e) compliance with legal and regulatory requirements, codes of conduct and ethics programs.

The Board of Directors has determined, in its judgment, that the Audit Committee is comprised solely of independent directors as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act. The Audit Committee operates under a written charter, adopted by the Board of Directors, which is available under the Corporate Governance section within the Investor Relations portion of our website at www.bellring.com. The Board of Directors also has determined, in its judgment, that Mr. Erickson, the chair of our Audit Committee, as “audit committee financial expert” as defined by SEC rules and that each member of the Audit Committee is “financially literate” as defined in the NYSE listing standards. Our corporate governance guidelines and Audit Committee charter provide that no Audit Committee member may serve on more than two other public company audit committees absent a judgment that such simultaneous service would not impair the ability of that director to effectively serve on our Audit Committee. The Board of Directors has determined that none of the members of the Audit Committee currently serves on the audit committees of more than three public companies. The report of the Audit Committee can be found on page 24 of this proxy statement.

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee (a) determines the compensation level of our Section 16 officers, (b) at such time as the Company no longer qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, will review management’s Compensation Discussion and Analysis relating to our executive compensation programs and approve the inclusion of the same in our proxy statement and/or annual report to stockholders, (c) will issue a report confirming the Committee’s review and approval of the Compensation Discussion and Analysis for inclusion in our proxy statement and/or annual report to stockholders, (d) administers and makes recommendations with respect to director compensation, incentive compensation plans and stock-based plans and (e) reviews and oversees risks arising from or in connection with our compensation policies and programs for all employees. The Corporate Governance and Compensation Committee also (i) reviews and revises, as necessary, our corporate governance guidelines, (ii) considers and evaluates transactions between the Company and any director, officer or affiliate of

 

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the Company and (iii) identifies individuals qualified to become members of our Board of Directors. The Corporate Governance and Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it deems appropriate, provided that any such subcommittees are composed entirely of independent directors.

The Board of Directors has determined, in its judgment, that the Corporate Governance and Compensation Committee is comprised solely of independent directors as defined in the NYSE listing standards. The Corporate Governance and Compensation Committee operates under a written charter, adopted by the Board of Directors, which is available under the Corporate Governance section within the Investor Relations portion of our website at www.bellring.com.

Executive Committee

The Executive Committee may exercise all Board authority in the intervals between Board meetings, to the extent such authority is in compliance with our corporate governance guidelines and does not infringe upon the duties and responsibilities of other Board committees.

Special Committee

The Special Committee was formed to exercise all Board authority to review, evaluate and negotiation on behalf of the Company the various agreements between the Company and Post in connection with the Reorganization Transactions. See “Certain Relationships and Related Transactions — Related Party Transactions — The Reorganization Transactions.”

Nomination Process for Election of Directors

The Corporate Governance and Compensation Committee has responsibility for assessing the need for new directors to address specific requirements or to fill a vacancy. The Committee may, from time to time, initiate a search for a new candidate, seeking input from our Executive Chairman of the Board and from other directors. The Committee may retain an executive search firm to identify potential candidates. All candidates must meet the requirements specified in our Bylaws and our corporate governance guidelines. Candidates who meet those requirements and otherwise qualify for membership on our Board of Directors are identified, and the Committee initiates contact with preferred candidates. The Committee meets to consider and approve final candidates who are then presented to the Board of Directors for consideration and approval. Our Executive Chairman or the chairman of the Corporate Governance and Compensation Committee may extend an invitation to join the Board of Directors.

The Committee relies primarily on recommendations from management and members of the Board of Directors to identify director nominee candidates. However, the Committee will consider timely written suggestions from stockholders. Such suggestions and the nominee’s consent to being nominated, together with appropriate biographical information (including principal occupation for the previous five years and business and residential addresses) and other relevant information, as outlined in our Bylaws, should be submitted in writing to our corporate secretary. Stockholders wishing to suggest a candidate for director nomination for the 2023 annual meeting of stockholders should mail their suggestions to our principal executive offices at Bellring Brands, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary. Suggestions must be received by the corporate secretary no earlier than October 9, 2023 and no later than November 8, 2023.

Other Board Service

Our corporate governance guidelines do not prohibit our directors from serving on boards or committees of other organizations, except that no Audit Committee member may serve on more than two other public company audit committees absent a judgment by the Board of Directors that such simultaneous service would not impair

 

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the ability of that director to effectively serve on our Audit Committee. Our corporate governance guidelines provide, however, that each of our directors is expected to ensure that other commitments do not interfere with the director’s discharge of his or her duties.

In addition to being the executive chairman of our Board of Directors, Mr. Vitale serves as a member of the Board of Directors of our former parent company, the publicly-traded Post Holdings, Inc. (“Post”), as well as the board of directors of the publicly-traded company Energizer Holdings, Inc. We believe that Mr. Vitale has the capacity to serve in these various roles. From 2015 until BellRing’s initial public offering in October 2019, our business comprised the active nutrition business of Post. As part of his role as President, CEO and a director of Post since 2014, Mr. Vitale has overseen the business that now comprises BellRing for its entire existence and Mr. Vitale has served as executive chairman of BellRing since its formation shortly before our October 2019 initial public offering. In March 2022, Post completed the spin-off of 80.1% of its interest in BellRing (the “Spin-Off”) through a distribution of BellRing common stock to Post shareholders. Since the Spin-Off, BellRing is no longer a part of Post’s portfolio of businesses and as of September 30, 2022, Post owned approximately 3.4% of BellRing. Since he began serving as BellRing’s executive chairman in 2019, Mr. Vitale’s service on the boards of Post and Energizer Holdings, Inc. has not impacted the discharge of his duties as executive chairman of BellRing. As such, our Board of Directors does not believe that Mr. Vitale’s other board commitments have interfered or will interfere with Mr. Vitale’s discharge of his duties as executive chairman of our Board of Directors.

Role of the Board in Risk Oversight

The Board of Directors is responsible for the oversight of risk, while management is responsible for the day-to-day management of risk. The Board of Directors, directly and through its committees, carries out its oversight role by regularly reviewing and discussing with management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management meets regularly to discuss our business strategies, challenges, risks and opportunities and reviews those items with the Board of Directors at regularly scheduled meetings. The Board of Directors has received updates on the evolving COVID-19 pandemic from, and has discussed these updates with, our management, including with regard to protecting the health and safety of our employees and evaluating the impact of the COVID-19 pandemic on strategy, operations, liquidity and financial matters.

We do not believe that our compensation policies and practices encourage excessive and unnecessary risk-taking. The design of our compensation policies and practices encourages employees to remain focused on both short- and long-term financial and operational goals. For example, bonus plans measure performance on an annual basis but are subject to the Corporate Governance and Compensation Committee’s ultimate judgment and discretion. In addition, equity awards typically vest over a number of years, which we believe encourages employees to focus on sustained stock price appreciation over an extended period of time instead of on short-term financial results.

Board Leadership Structure

Our current Board leadership structure consists of:

 

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separate Chairman of the Board and Chief Executive Officer roles;

 

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an independent Lead Director;

 

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all non-management directors except for the Executive Chairman of the Board and Chief Executive Officer;

 

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independent Audit and Corporate Governance and Compensation Committees; and

 

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governance practices that promote independent leadership and oversight.

 

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Separate Chairman and Chief Executive Officer

We do not have a formal policy with respect to separation of the offices of Chairman of the Board and Chief Executive Officer, and the Board of Directors believes that it should maintain flexibility to select our chairperson and Board leadership structure from time to time. Robert V. Vitale serves as Executive Chairman of the Board and Darcy Horn Davenport serves as our Chief Executive Officer. Ms. Davenport also is a member of the Board. The Board believes that this leadership structure, which separates the Executive Chairman and Chief Executive Officer roles, is optimal at this time because it allows Ms. Davenport to focus on operating and managing our Company, while Mr. Vitale can focus on leading our Board. In addition, an independent director serves as Lead Director. As described below, we believe our governance practices ensure that skilled and experienced independent directors provide independent guidance and leadership.

When determining the leadership structure that will allow the Board of Directors to effectively carry out its responsibilities and best represent our stockholders’ interests, the Board will consider various factors, including our specific business needs, our operating and financial performance, industry conditions, the economic and regulatory environment, Board and committee annual self-evaluations, advantages and disadvantages of alternative leadership structures and our corporate governance practices.

Independent Lead Director and Independent Directors

Pursuant to our corporate governance guidelines, the chairman of the Corporate Governance and Compensation Committee, currently Mr. Stein, acts in the role of our independent Lead Director. The Lead Director’s duties are described above under “Director Independence and Role of the Independent Lead Director.”

In addition to the Lead Director, the Board has a majority of independent directors. The Audit Committee and Corporate Governance and Compensation Committee are composed solely of independent directors. Consequently, independent directors directly oversee critical matters and appropriately monitor the Chief Executive Officer. Our independent directors have the opportunity to meet in executive session at the conclusion of each of our Board of Directors meetings.

Director Evaluations

On an annual basis, the Corporate Governance and Compensation Committee is expected to conduct an evaluation of the Board of Directors and the functioning of the committees of the Board. In addition to this evaluation, and as a part of this process, the Board and each committee conducts a self-assessment. The Corporate Governance and Compensation Committee reviews the results of these self-assessments, shares the same with the Board and each committee, as appropriate, and makes any advisable recommendations based on this feedback.

Policy on Director Diversity

Although the Corporate Governance and Compensation Committee does not have a written policy regarding diversity in identifying new director candidates, the Committee takes diversity into account in its search for the best available candidates to serve on the Board of Directors. The Committee believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board of Directors’ deliberations and enables the Board of Directors to better represent all of our constituents, including our diverse consumer base and workforce. Accordingly, the Committee seeks out highly qualified candidates with diverse backgrounds, skills and experiences. The Committee looks to establish diversity on the Board of Directors through a number of demographics, experience (including operational experience), skills and viewpoints, all with a view to identify candidates who can assist the Board with its decision making. The Committee also considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. Three of our six directors are women, Ms. Davenport, also our Chief Executive Officer, Ms. Kuperman and Ms. Nwamu, and Ms. Nwamu is African-American.

 

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Communication with the Board

Stockholders and other parties interested in communicating directly with our Board of Directors, an individual director or with the non-management directors as a group may do so by writing to the individual director or group, c/o BellRing Brands, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary or via email to investor.relations@bellringbrands.com. The Board of Directors has directed our corporate secretary to forward stockholder communications to our Executive Chairman and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use his discretion to refrain from forwarding the following: sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive or was addressed previously in some manner; and other correspondence unrelated to the Board of Directors’ corporate governance and oversight responsibilities.

Environmental Sustainability and Social Matters

We recognize the importance of Environmental, Social and Governance (“ESG “) issues for all of our stakeholders and we are committed to incorporating ESG principles into our business strategies and organizational culture. The Audit Committee of our Board of Directors provides direction with respect to the evolving priorities of our ESG initiatives and receives quarterly reports with respect to the progress we are making against these objectives. Our Executive Sustainability Steering committee, which is comprised of senior leaders within our organization, provides guidance on goals and strategies and makes recommendations on disclosure and reporting guidelines. Our Sustainability Operations Committee, which is comprised of technical experts within key business functions, meets regularly to implement programs and track progress on key objectives.

Environmental Sustainability

In fiscal year 2022, we launched a process to develop a thoughtful sustainability strategy and establish concrete, measurable sustainability goals for our business. With oversight from the Audit Committee and the direction from our Executive Sustainability Steering Committee, we conducted a third-party supported materiality assessment, Scope 1 & 2 greenhouse gas (GHG) emissions inventories and a Scope 3 GHG emissions screen. Based on the results of this process, we set several ambitious sustainability goals: (i) transition to 100% renewable electricity in our direct operations (Scope 1 and 2) by 2025, (ii) achieve Net Zero emissions across our direct operations (Scope 1 and 2) by 2030, (iii) ensure all cardboard and paper packaging for our products is made from sustainable forestry certified materials or recycled content by 2025, (iv) source 30% of our plastic packaging from renewable or recycled materials by 2027 and (v) for 100% of our product packaging to be recyclable, reusable or compostable by 2030. Additionally, in fiscal 2022, we transitioned to a new Premier Protein ready-to-drink shake bottle that uses 35% less plastic and is produced with 100% renewable energy and we began to implement How2Recycle^®, a standardized labeling system that clearly communicates recycling instructions to the public.

We remain committed to improved transparency around our programs and practices that impact ESG. In December 2022, we published our inaugural SASB-aligned annual Impact Report, which is available on our website at www.bellring.com/impact. Information on our website, including in our Impact Report, does not constitute part of (and shall not be deemed incorporated by reference into) this proxy statement or any other document we file with the SEC.

Empowering Our People

We are a people-first culture. Our people are critical to our success and we prioritize providing a safe, rewarding and respectful workplace where our people are provided with opportunities to pursue career paths based on capabilities, performance and mindset. We adhere to our Code of Conduct, which sets forth a

 

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commitment to our stakeholders, including our employees, to operate with integrity and mutual respect. For the fourth year running, Premier Nutrition Company, LLC, our primary operating subsidiary (“Premier Nutrition”) has been named in the top 15 best small and medium workplaces in our category in the U.S. by Fortune Magazine and Great Places to Work^® Institute.

Diversity, Equity, Inclusion and Belonging

We recognize the importance of a diverse, equitable and inclusive culture for our employees and are dedicated to creating an inclusive environment that reflects the communities in which we live and work that creates a feeling of belonging. We have implemented initiatives to track and improve our performance in these areas, including having a CEO-sponsored, employee-led team that establishes strategies and initiatives towards this objective, tracks our progress and shares successes and key learnings. During fiscal 2022, we also provided interactive anti-harassment and diversity training for all supervisory and non-supervisory employees taught by outside experts.

COVID-19

During fiscal year 2022, as the COVID-19 pandemic has persisted, we have continued to prioritize the health, safety and well-being of our employees. Many of the COVID-19 safety measures we originally implemented in fiscal 2020 were also utilized at various points during fiscal 2022, including, where practicable; practicing social distancing, providing personal protective equipment, encouraging hygiene practices advised by health authorities, limiting business travel and site visitors, increasing ventilation to promote frequent air exchanges, placing air filtration units throughout our offices and implementing remote working for certain office employees. We continue to monitor our practices to remain aligned with all applicable laws, regulations and guidelines.

Community Involvement

We are passionate about supporting the communities in which we live and work and use our time, talent and resources to give back. We support local charities with our time during “all company” give back days each year and supporting our employees with paid volunteer time off. We also support our employees who are passionate about a cause by matching their donations one-to-one. Additionally, we make donations to philanthropic organizations that align with our purpose, culture and community. In 2022, the San Francisco Business Times again identified Premier Nutrition as one of the Top 100 Bay Area Corporate Philanthropists as it has for the last several years.

Information Technology and Cybersecurity Risk Oversight

We recognize the importance of protecting our information and our information technology (“IT”) systems. With this in mind, we’ve employed an IT and cybersecurity framework with the objective of protecting our information and IT systems to help secure long-term value for our stakeholders. Safeguards included in this framework include, but are not limited to:

 

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industry standard targeted controls to protect our environment, including antivirus, antimalware, multi-factor authentication, long and regularly changed passwords, email security and firewalls to protect our assets and our ability to maintain operations;

 

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endpoint detect and response (EDR), security information and event management (SIEM) and vulnerability management;

 

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incident response processes that incorporate third party response retainers;

 

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regular assessments to our cybersecurity program using external parties including cyber maturity assessments & penetration tests;

 

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required Service Organization Controls (SOC) reports for any supplier housing financial or mission critical data;

 

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third-party risk scoring of our critical suppliers;

 

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central system backups and associated disaster recovery plans; and

 

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employee training and awareness programs addressing cybersecurity and data privacy challenges.

Through continuous assessment of our framework, we make improvements to mitigate new cybersecurity risks as they arise. Our Audit Committee is responsible for overseeing matters relating to our IT and cybersecurity practices and initiatives. We also have designated specific roles who oversee IT and cybersecurity matters for the Company.

 

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ELECTION OF DIRECTORS

(PROXY ITEM NO. 1)

The terms of two current directors (Ms. Davenport and Mr. Stein) will expire at the 2023 annual meeting of stockholders. Our Board of Directors has nominated Ms. Davenport and Mr. Stein for election for a three-year term that will expire in 2026. The Board of Directors is not aware that either of these nominees will be unwilling or unable to serve as a director. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the persons named on the proxy card to vote for a replacement nominee if the Board of Directors names one. As an alternative, the Board of Directors may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees presented.

Each nominee is currently a director who was originally elected to the Board in September 2019, prior to the closing of our initial public offering (our “IPO”).

The persons named on the proxy card intend to vote the proxy representing your shares for the election of Ms. Davenport and Mr. Stein, unless you indicate on the proxy card that the vote should be withheld or you indicate contrary directions. If you deliver the proxy card without giving any direction, the persons named on the proxy card will vote the proxy representing your shares FOR the election of the nominees named on the proxy card.

Information about the Current Directors and Nominees for Election to the Board of Directors

Board Composition

We believe that our directors should possess the highest personal and professional integrity and values and be committed to representing the long-term interests of our stockholders. We further believe that the backgrounds and qualifications of our directors, considered as a group, should provide a blend of business experience and competence, and professional and personal abilities, that will allow the Board of Directors to fulfill its responsibilities. The Corporate Governance and Compensation Committee works with the Board to determine the appropriate mix of these backgrounds and qualifications to maintain a Board with strong collective abilities.

To fulfill these objectives, the Board of Directors has determined that it is important to nominate directors with the skills and experiences set forth below, among others. The experiences, qualifications and skills that the Board considered in each director’s re-nomination are included in their individual biographies.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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 stockholders’ interests.

In addition, when evaluating the suitability of individuals for nomination, the Corporate Governance and Compensation Committee considers other appropriate factors, including whether the individual satisfies applicable independence requirements.

The following information is furnished with respect to each nominee for election as a director and each continuing director. The ages of the directors are as of January 1, 2023.

Nominees for Election - Class I Directors - Terms to Expire in 2026

DARCY HORN DAVENPORT has served as our President and Chief Executive Officer since September 2019 and as a member of our Board of Directors since October 2019. Prior to our IPO, Ms. Davenport has served as President of Post’s active nutrition business since October 2017 and as President of Premier Nutrition since November 2016. Ms. Davenport previously served as General Manager of Premier Nutrition from October 2014 to November 2016 and Vice President of Marketing from October 2011 to October 2014. Prior to joining Premier Nutrition, Ms. Davenport served as Director of Brand Marketing at Joint Juice, Inc., a liquid dietary supplement manufacturer, from May 2009 to October 2011, when it combined with Premier Nutrition. Ms. Davenport has served as a member of the board of directors of Blentech Corporation, a company focusing on developing custom-made, food processing solutions including equipment, integrated systems and software, since January 2010. Ms. Davenport has experience in significant leadership positions, extensive experience in leadership roles in industries relevant to our business, an understanding of finance and financial reporting processes, experience in marketing and sales and experience as an executive with direct operational responsibilities. Age 50.

Director Qualifications: Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience.

ELLIOT H. STEIN, JR. has served as a member of our Board of Directors since October 2019. Mr. Stein has been chairman of Acertas, LLC and Senturion Forecasting, LLC, two privately owned data analytics firms, since 2013. In addition, Mr. Stein has been a director of Midcap Financial Investment Corporation, a publicly traded closed-end, externally managed, non-diversified management investment company, since 2004, and a director of two publicly traded diversified, closed-end management investment companies: Apollo Senior Floating Rate Fund, Inc., since 2011, and Apollo Tactical Income Fund Inc., since 2013. Mr. Stein is also a board member of Cohere Holdings, LLC, a privately owned managed IT services and cybersecurity provider. Previously, Mr. Stein was a managing director of Commonwealth Capital Partners, L.P. He also previously served as a director of various private companies in the media, manufacturing, retail and finance industries. Mr. Stein was chairman of Caribbean International News Corporation when it filed a voluntary petition under the U.S. Bankruptcy Code in September 2013 and of News Distributors of Puerto Rico LLC when it filed a voluntary petition under the U.S. Bankruptcy Code in February 2014. Mr. Stein has experience in significant leadership positions, an extensive understanding of financial and financial reporting processes and experience as a director of other publicly traded companies. Age 73.

Director Qualifications: Leadership Experience, Financial or Accounting Acumen, Public Company Experience.

Directors Continuing in Service

Class II Directors - Terms Expire in 2024

THOMAS P. ERICKSON has served as a member of our Board of Directors since October 2019. Mr. Erickson has been the managing member of Thomas P. Erickson, CPA, LLC, a tax consulting firm, since

 

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May 2016 and is a retired tax partner from KPMG, where he worked from 1980 to September 2015. From September 2015 to May 2016, Mr. Erickson provided tax consulting services to various companies and individuals. Mr. Erickson has over 40 years of public accounting experience and has previously been an instructor of advanced partnership planning, taxable and nontaxable corporate transactions and formations and S corporation planning for KPMG. Mr. Erickson has extensive expertise in tax matters and finance and financial reporting processes. Mr. Erickson is a Certified Public Accountant. Age 68.

Director Qualifications: Leadership Experience, Financial or Accounting Acumen.

JENNIFER KUPERMAN has served as a member of our Board of Directors since October 2019. Ms. Kuperman has served as the Senior Vice President of Corporate Affairs at Chime Financial, Inc. since September 2022. Prior to Chime, Ms. Kuperman was head of international corporate affairs at Alibaba Group Holding Limited, a multinational conglomerate holding company specializing in eCommerce, retail, internet and technology, from April 2016 to January 2021 and served as vice president, international corporate affairs at Alibaba Group Holding Limited from August 2014 to April 2016. Prior to joining Alibaba Group Holding Limited, Ms. Kuperman was senior vice president of corporate brand and reputation at Visa Inc., a global payments technology company, from April 2013 to August 2014 and chief of staff, office of the chairman and chief executive officer at Visa Inc. from August 2010 to April 2013. Ms. Kuperman also served as head of global corporate communications and citizenship at Visa Inc. from August 2008 to July 2010 and head of employee and client communication at Visa Inc. from August 2004 to June 2008. Ms. Kuperman has served on the board of directors of Post Holdings, Inc. since May 2021 and on the board of Post Holdings Partnering Corporation, a publicly-traded affiliate of Post that is a SPAC formed for the purpose of effecting a partnering transaction with one or more businesses, since May 2021. She has also served on the board of directors to Kyriba Corp., a privately held cloud treasury and finance solutions company, since August 2021. Ms. Kuperman has experience in significant leadership positions and extensive international experience. Age 49.

Director Qualifications: Leadership Experience, Financial or Accounting Acumen, Operational Experience, Public Company Experience.

Class III Directors - Terms Expire in 2025

Robert V. Vitale has served as our Executive Chairman since September 2019. Mr. Vitale has been the President and Chief Executive Officer of Post, a member of Post’s board of directors, since November 2014 and is a member of the board of directors of 8th Avenue Food & Provisions, Inc., a majority-owned business of Post. Previously, Mr. Vitale served as Chief Financial Officer of Post from October 2011 until November 2014. He served as President and Chief Executive Officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm. Mr. Vitale also has been the president and chief investment officer of Post Holdings Partnering Corporation, a publicly-traded affiliate of Post that is a special purpose acquisition company formed for the purpose of effecting a partnering transaction with one or more businesses, since January 2021, and has served on the board of directors of Energizer Holdings, Inc., a publicly traded manufacturer and distributor of primary batteries, portable lights and auto care, appearance, performance, refrigerant and fragrance products, since August 2017. Mr. Vitale has experience in significant leadership positions, an extensive understanding of finance and financial reporting processes, experience in leadership roles in industries relevant to our business, including consumer packaged goods, retail and consumer product manufacturing, experience in mergers and acquisitions, experience as an executive with direct operational responsibilities and experience as an executive and as a director of other publicly traded companies. Age 56.

Director Qualifications: Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Experience.

 

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CHONDA J. NWAMU has served as a member of our Board of Directors since May 2021. Ms. Nwamu is Senior Vice President, General Counsel and Secretary for Ameren Corporation, a public utility holding company, since August 2019, and is a director of its subsidiaries, Ameren Services, Ameren Missouri and Ameren Transmission Company of Illinois. From September 2016 to August 2019, Ms. Nwamu served as Vice President and Deputy General Counsel of Ameren Services. Ms. Nwamu was managing counsel and senior director at Pacific Gas and Electric Company, a California-based public utility, from June 2014 to June 2016 and regulatory counsel there from September 2000 until May 2014. Prior to joining Pacific Gas and Electric, Ms. Nwamu was in private practice at Hoyle, Morris & Kerr LLP where she specialized in complex commercial litigation. Ms. Nwamu has extensive experience in legal, regulatory and compliance matters. Age 51.

Director Qualifications: Leadership Experience, Operational Experience, Public Company Experience.

The Board of Directors unanimously recommends a vote “FOR” each of Ms. Davenport and Mr. Stein for election to the Board of Directors at the Annual Meeting.

 

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RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

(PROXY ITEM NO. 2)

The Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023, and the Board of Directors has directed that management submit the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ratification by our stockholders at the annual meeting of stockholders. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since we were formed in March 2019 and served as the independent registered public accounting firm for the subsidiaries that comprise our business since 2014. A representative of that firm will be present at the annual meeting of stockholders, will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

We are not required to obtain stockholder ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. However, we are submitting the appointment of PricewaterhouseCoopers LLP to stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in our best interests and the best interests of our stockholders.

The following table sets forth an estimate of the fees that we expect to be billed for audit services during the fiscal year ended September 30, 2022 and for other services during that fiscal year, and the fees billed for audit services during the fiscal year ended September 30, 2021 and for other services during that fiscal year.

 

		Year Ended September 30,
		2022		2021
Audit fees(1)		$1,464,964		$1,093,900
Audit-related fees(2)		—		—
Tax fees(3)		$15,000		$40,000
All other fees(4)		$6,750		$5,900

 

(1)	Audit fees relate primarily to the audit and reviews of our financial statements, comfort letter consents and reviews of SEC registration statements.

(2)	Audit-related fees are for assurance and related services performed by PricewaterhouseCoopers LLP that are reasonably related to the performance of the audit or review of our financial statements.

(3)	Tax fees include consulting and compliance services and preparation of tax returns in jurisdictions outside of the United States.

(4)	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.

With regard to the fees listed above, the Audit Committee has considered whether the provision by PricewaterhouseCoopers LLP of services other than audit services is compatible with its ability to maintain its independence. Regardless of the size or nature of the other services, if any, to be provided, it is the Audit Committee’s policy and practice to approve any services not under the heading “Audit Fees” before any such services are undertaken.

 

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The Audit Committee has a formal policy concerning approval of all services to be provided by PricewaterhouseCoopers LLP, including audit, audit-related, tax and other services. The policy requires that all services PricewaterhouseCoopers LLP may provide to us must be pre-approved by the Audit Committee. The chairman of the Audit Committee has the authority to pre-approve permitted services that require action between regular Audit Committee meetings, provided that the chairman reports any pre-approval decisions to the Audit Committee at the next regular meeting. The Board of Directors approved all services provided by PricewaterhouseCoopers LLP during fiscal year 2022.

Our audit was staffed primarily by full-time, permanent employees of PricewaterhouseCoopers LLP.

The Board of Directors unanimously recommends a vote “FOR” ratification of the appointment of

PricewaterhouseCoopers LLP as our independent registered public accounting firm.

 

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AUDIT COMMITTEE REPORT

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting processes and compliance with laws and regulations and ethical business standards. PricewaterhouseCoopers LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements and our internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon. Our internal auditors assist the Audit Committee with its responsibility to monitor and oversee the financial reporting process and internal controls. The Audit Committee discusses with our internal auditors and independent registered public accounting firm the overall scopes and plans for their respective audits. The Audit Committee meets, at least quarterly, with the internal auditors and independent registered public accounting firm, and at the Committee’s discretion with and without management present, and discusses the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

With respect to our audited financial statements for the fiscal year ended September 30, 2022, management has represented to the Audit Committee that the financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) and the Audit Committee has reviewed and discussed those financial statements with management. The Audit Committee also has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the PCAOB and the Securities Exchange Commission (the “SEC”).

The Audit Committee has received the written disclosures and letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed the independence of PricewaterhouseCoopers LLP with members of that firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year ended September 30, 2022 be included in our Annual Report on Form 10-K filed with the SEC for that year.

Although the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate or are in accordance with GAAP. This is the responsibility of management and the independent registered public accounting firm.

Thomas P. Erickson, Chairman

Chonda J. Nwamu

Elliot H. Stein, Jr.

 

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COMPENSATION DISCUSSION & ANALYSIS

Introduction

The following Compensation Discussion and Analysis (the “CD&A”) describes our fiscal year 2022 executive compensation structure. This CD&A is intended to be read in conjunction with the tables beginning on page 45, which provide detailed compensation information for our following named executive officers (the “named executive officers” or the “NEOs”):

 

Name		Title
Robert V. Vitale		Executive Chairman of the Board of Directors
Darcy Horn Davenport		President and Chief Executive Officer
Paul A. Rode		Chief Financial Officer
Douglas J. Cornille		Chief Growth Officer — Premier Nutrition Company
Craig L. Rosenthal		Senior Vice President and General Counsel, Secretary
Robin Singh		Senior Vice President, Operations — Premier Nutrition Company

 

(1)	Robert V. Vitale, our Executive Chairman of the Board of Directors, and Darcy Horn Davenport, our President and Chief Executive Officer, served as co-principal executive officers of the Company in fiscal year 2022.

Total Compensation Opportunity

Our executive compensation structure consists of three primary components: base salary, annual bonus (our Senior Management Bonus Program) and long-term incentives (equity awards). A fourth element of our compensation structure consists of traditional benefits programs (e.g., limited perquisites and benefits).

 

 

Executive Summary

Performance and Company Highlights for Fiscal Year 2022

We are a stockholder value-driven organization and our compensation philosophy is designed to be aligned with stockholder interests. Management’s objective is to maximize total stockholder return, and compensation decisions are guided by the principle of creating stockholder value.

We view the Company’s performance in two primary ways:

 

•

Operating and financial performance; and

 

•

Return to stockholders over time, both on an absolute basis and relative to similar companies.

We are a leader in the global convenient nutrition category, aiming to enhance the lives of our consumers by providing them with nutritious, great-tasting products they can enjoy throughout the day. Our primary brands, Premier Protein and Dymatize, target a broad range of consumers and compete in all major product forms, including ready-to-drink (“RTD”) protein shakes, other RTD beverages and powders.

 

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We continue to closely monitor the impact of the COVID-19 pandemic on our businesses. Our primary categories returned to growth rates in line with their pre-pandemic levels during the fourth quarter of fiscal 2020 and have remained strong in fiscal 2022. We have experienced inflationary headwinds and we continue to mitigate these impacts through sales price increases and cost saving measures. We also have experienced some challenges resulting from the COVID-19 pandemic, including labor shortages across our third party contract manufacturer network, input and freight inflation and other supply chain disruptions. Lower than anticipated production and delays in capacity expansion across our broader third party contract manufacturer network in fiscal 2022 resulted in low shake inventory volumes and we placed certain products on allocation.

Despite these challenges, during fiscal year 2022, we achieved a number of strategic and financial accomplishments that we believe will benefit the Company and our stockholders alike in the coming years:

 

•

2022 was another record year for us in terms of net sales and Adjusted EBITDA. Net sales increased 10.0% to just over $1.37 billion and Adjusted EBITDA grew 16.0% to $271.4 million.

 

•

Premier Protein net sales grew of 7.3% and Dymatize had another strong year with net sales growth of 34.6%.

 

•

Gross profit was $421.8 million, or 30.8% of net sales, an increase of 9.2%, or $35.6 million, compared to $386.2 million, or 31.0% of net sales, in fiscal year 2021.

 

•

In March 2022, we spun off from Post Holdings as previously announced, with Post distributing a significant portion of its interest in us to Post’s shareholders. As of November 25, 2022, Post no longer has any ownership interest in us. With the completion of the spin off, among other benefits, we have increased strategic flexibility to manage our capital structure and should benefit from more liquidity in our shares.

Management Team Drives Performance and Creates Stockholder Value

We are a stockholder value-driven organization and our compensation philosophy is designed to be aligned with stockholder interests. Management’s objective is to maximize total stockholder return, and compensation decisions are guided by the principle of creating stockholder value. Corporate Governance Highlights

 

What We Do (Best Practice)				What We Don’t Allow
✓		Enforce strict insider trading policies — have an anti-hedging and anti-pledging policy and enforce blackout trading periods for executives and directors		X		No hedging or pledging of Company stock by executives or directors
✓		Maintain a clawback policy for performance-based compensation		X		No single-trigger or modified single-trigger change-in-control arrangements
✓		Set meaningful stock ownership guidelines for executives and directors		X		No change-in-control severance multiple in excess of three times salary and target bonus
✓		Disclose performance goals and performance results for our Senior Management Bonus Program		X		No excise tax gross-ups upon a change in control
✓		Set a maximum individual payout limit on our Senior Management Bonus Program		X		No re-pricing or cash buyout of underwater stock options or stock appreciation rights (“SARs”) allowed
✓		Limited perquisites and other benefits		X		No enhanced retirement formulas
✓		Incorporate general severance and change-in-control provisions in Separation and Change in Control Agreements with our executives that are consistent with market practice, including double-trigger requirements for change-in-control protection		X		No guaranteed compensation either annually or multi-year
✓		Retain an independent compensation consultant reporting directly to the Committee		X		No market timing with granting of equity awards

 

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Our executive compensation programs are intended to attract and retain executive officers and to align the interests of our executive officers and our stockholders. The Committee’s objectives for our programs include, but are not limited to, the following:

 

•

reflecting industry standards, offering competitive total compensation opportunities and balancing the need for talent with reasonable compensation expense;

 

•

enhancing stockholder value by focusing management on financial metrics that drive value;

 

•

focusing on at-risk, incentive-based compensation versus fixed compensation;

 

•

attracting, motivating and retaining executive talent willing to commit to long-term stockholder value creation; and

 

•

aligning executive decision-making with business strategy and discouraging excessive risk taking.

The Committee determines the type and amount of compensation opportunity for our officers based on a thorough review of a variety of factors, including competitive market data, the officer’s current responsibilities and value to the Company, future leadership potential and individual/corporate/business performance.

We believe that our executive compensation structure strikes a balance of incentive opportunities based on:

 

•

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

 

•

stock price performance through restricted stock units (RSUs) and performance restricted stock units (PRSUs) to focus our executive team on delivering superior long-term stockholder value.

The following table outlines the elements of our executive pay programs and each element’s relationship with our ongoing annual executive compensation philosophy for NEOs:

 

Component		Purpose		Characteristics		Fixed or Performance- Based
Base Salary		Attracts and retains executives through market-based pay		Compensates executives fairly and competitively for their roles		Fixed
Annual Bonus (Senior Management Bonus Program)		Encourages achievement of financial performance metrics that drive short-term results		Based on achievement of predefined corporate and business financial performance objectives		Performance-Based
Long-Term Incentives (“LTI”)		Align executives’ long-term compensation interests with stockholders’ investment interests		Value to the executive is based on long-term stock price performance		Performance-Based
Performance Restricted Stock Units (“PRSUs”)		Motivate executives to provide superior long-term total stockholder return (TSR) through stock price growth		Cumulative three-year TSR ranking versus Russell 3000 Food Products companies		Performance-Based
Restricted Stock Units (“RSUs”)		Provide basic retention value and reinforce management behaviors to increase stock price after the grant date		Require stock price growth for our executives to recognize increased value		Performance-Based

 

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Component		Purpose		Characteristics		Fixed or Performance- Based
Health/Welfare Plans and Retirement Benefits		Provide competitive benefits that promote employee health and productivity and support longer-term physical and fiscal security		Similar to benefits offered to other employees		Fixed
Perquisites		Provide limited personal benefits that are consistent with our overall philosophy and objective to attract and retain superior executive talent		Limited personal use of the corporate aircraft for our President and Chief Executive Officer only		Fixed

 

Fiscal Year 2022 NEO Target Compensation Structure Summary
Component		Summary
Base Salary		The following salaries were approved for fiscal year 2022, following a thorough review of competitive market practices provided by Aon, our independent compensation consultant. The changes were approved to bring our executives more in-line with competitive market values for similar-sized public companies in our industry.   •  Mr. Vitale: $N/A   •  Ms. Davenport: $650,000 (4% increase)   •  Mr. Rode: $420,000 (5% increase)   •  Mr. Cornille: $380,000 (15% increase)   •  Mr. Rosenthal: $345,000 (15% increase)   •  Mr. Singh: $345,000 (5% increase)
Target Annual Bonus (Senior Management Bonus Program)		Our NEOs’ target bonuses as a percent of base salary were reviewed against competitive external market data provided by Aon, and our objective for internal consistency for senior management roles. The following target bonus opportunities were approved for fiscal year 2022:   •  Mr. Vitale: N/A   •  Ms. Davenport: 125% of base salary (no change)   •  Mr. Rode: 65% of base salary (increased from 62%)   •  Mr. Cornille: 65% of base salary (increased from 52%)   •  Mr. Rosenthal: 55% of base salary (increased from 52%)   •  Mr. Singh: 55% of base salary (increased from 52%)   Under the Senior Management Bonus Program, an executive may earn from 0% to 150% of the target amount based upon the achievement level for the applicable performance metrics.

 

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Fiscal Year 2022 NEO Target Compensation Structure Summary
Component		Summary
Long-Term Incentives (RSUs ands PRSUs)		We offer a balanced equity portfolio to ensure our executives’ opportunities are linked to increases in stockholder value beyond grant date, and to balance the elements of long-term compensation opportunity, performance, and risk. We believe a combination of programs with significant performance-based value and efficient share utilization is most appropriate.   For our fiscal year 2022 equity grants, we eliminated stock options and implemented a long-term performance restricted stock unit program (PRSU). Our new PRSU program measures three-year cumulative total stockholder return against the Russell 3000 Food Products companies (the same industry classification as BRBR, consisting of 38 companies for the fiscal year 2022 grant).   Target value for the fiscal year 2022 equity grants to NEOs were weighted as follows:

 

				NEO		PRSU				RSU
				Mr. Vitale			75%			25%
				Ms. Davenport			50%			50%
				Mr. Rode			50%			50%
				Mr. Cornille			50%			50%
				Mr. Rosenthal			50%			50%
				Mr. Singh			—			100%

 

		The Committee considers both competitive external market data provided by Aon and internal alignment to assist with targeted long-term incentive values. In addition, the Committee considers individual performance, potential future contributions to our business, and recommendations from our President and Chief Executive Officer with respect to the other NEOs.   The target values approved by the Committee for fiscal year 2022 equity grants were as follows:   •  Mr. Vitale: $10,000,000   •  Ms. Davenport: $2,207,500   •  Mr. Rode: $507,000   •  Mr. Cornille: $473,000   •  Mr. Rosenthal: $385,250   •  Mr. Singh: $215,250   Reference the discussion in “Fiscal Year 2022 Special Equity Grant to our Executive Chairman” in the section “Long-Term Incentives—Fiscal Year 2022 Equity Grants” for an in-depth discussion of Mr. Vitale’s special equity grant.

 

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Total Compensation Mix

Our mix of total compensation, as illustrated by the below charts, is significantly skewed towards variable “at-risk” compensation that is incentive-based:

 

 

Compensation Decision Process

Role of the Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee is responsible to our Board of Directors for oversight of our executive compensation programs. The Committee consists of independent directors and is responsible for the review and approval of all aspects of our programs. Among its duties, the Committee is responsible for:

 

•

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 that 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.

Following review and discussion, the Committee or the Board, as applicable, approves the executive compensation of our executive officers. The Committee is supported in its work by our Senior Vice President, General Counsel and human resources team, as well as the Committee’s independent compensation consultant. In the event that an employee becomes an executive officer in the middle of the fiscal year, the Committee approves such executive officer’s compensation on a go-forward basis but does not retroactively approve any compensation or compensation targets previously set for such employee.

Role of Management

For executive officers other than herself, our President and Chief Executive Officer makes pay recommendations to the Committee based on competitive market data and an assessment of individual performance. Her recommendations to the Committee establish appropriate and market-competitive compensation opportunities for our NEOs, consistent with our overall pay philosophy. The Committee reviews and discusses the recommendations and seeks input and market data from the Committee’s independent compensation consultant before making compensation decisions or recommendations to the full Board. No

 

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officer participates directly in the final deliberations or determinations regarding his or her own compensation package.

Role of the Independent Compensation Consultant

The Committee retains the services of Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), in accordance with the Committee’s charter. Aon reports directly to the Committee. The Committee retains sole authority to hire or terminate Aon, approves its professional fees, determines the nature and scope of its services and evaluates its performance. A representative of Aon attends Committee meetings, as requested, and communicates with the Committee chair between meetings when needed. The Committee makes all final decisions regarding executive compensation.

Aon’s specific compensation consultation roles include, but are not limited to, the following:

 

•

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; and

 

•

advising the Committee on management’s pay recommendations.

The Committee has assessed the independence of Aon as required by the NYSE listing standards. The Committee reviewed its relationship with Aon and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Committee concluded that there are no conflicts of interest raised by the work performed by Aon.

Role of Peer Companies and Competitive Market Data

Annually, the Committee reviews total compensation market data provided by Aon. The Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. The following peer group development criteria were used to develop competitive market values to assist with fiscal year 2022 pay decisions:

 

•

Industry: similar to BellRing, based on the Industrial Classification Benchmark for the Russell 3000 index;

 

•

Company size: approximately 0.3x to 3x BellRing’s annual revenues, with a secondary focus on market cap;

 

•

Peers: companies using BellRing in their compensation peer group;

 

•

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

 

•

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

 

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The peer group used to assist with fiscal year 2022 pay decisions consisted of the following 14 companies:

 

•  B&G Foods, Inc.		•  Medifast, Inc.
•  Calavo Growers, Inc.		•  Cal-Maine Foods
•  Farmer Bros. Co.		•  The Hain Celestial Group, Inc.
•  Hostess Brands, Inc.		•  The Simply Good Foods Company
•  J&J Snack Foods Corp.		•  USANA Health Sciences, Inc.
•  John B. Sanfilippo & Son, Inc.		•  Seneca Foods
•  Lancaster Colony Corporation		•  WW International, Inc.

The Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

Timing of Compensation Decisions

Pay recommendations for our executives, including our executive officers, are typically made by the Committee at its first regularly scheduled meeting in the first fiscal quarter of the year, normally held in November. This meeting is typically held around the same time as we report our annual financial results for the preceding fiscal year. This timing allows the Committee to have a complete financial performance picture prior to making compensation decisions. In advance of its regularly scheduled November meeting, the Committee often has pre-meetings or other off-cycle discussions to give thorough consideration to the appropriate amount and structure of compensation for our executives.

Decisions with respect to prior fiscal year performance, as well as annual equity awards, base salary increases and target performance levels for the current fiscal year and beyond, are also typically made at the Committee’s first regularly scheduled meeting for the fiscal year. Further, any equity awards approved by the Committee at this meeting are dated as of the date of the Committee meeting. As such, the Committee does not time the grants of options or any other equity incentives to the release of material non-public information.

The exceptions to this timing are awards to executives who are promoted or hired from outside of the Company during the fiscal year. These executives may receive equity awards effective or dated, as applicable, as of the date of their promotion or hire or the next nearest scheduled Committee meeting. There were no such awards under these exceptions in fiscal year 2022.

Determination of CEO Compensation

At its first regularly scheduled meeting of the fiscal year, normally held in November, the Committee reviews and evaluates CEO performance, and determines performance achievement levels, for the prior fiscal year. The Committee also reviews competitive compensation data. Following review and discussion, the Committee or the Board, as applicable, approves the CEO’s compensation.

For fiscal year 2022, our executive compensation programs were determined by our Board of Directors, through our Corporate Governance and Compensation Committee. See Compensation Decision Process above for further information.

 

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2022 Compensation Elements

Base Salary

Base salaries are designed to recognize the competency, experience and performance an executive brings to the position. Changes in base salary will result primarily from a comparison to peer group market data, individual and Company performance, internal equity, value to the organization, promotions and the specific responsibilities compared to market. The Committee reviews base salaries for our executive officers annually.

The following salaries were approved for fiscal year 2022, based on a thorough review of competitive market data provided by Aon and our objective for internal alignment:

 

Name		Fiscal Year 2021 Base Salary				Change from Fiscal Year 2021
Robert V. Vitale(1)			N/A				N/A
Darcy Horn Davenport		$	650,000				+4	%
Paul A. Rode		$	420,000				+5	%
Douglas J. Cornille		$	380,000				+15	%
Craig L. Rosenthal		$	345,000				+15	%
Robin Singh		$	345,000				+5	%

 

(1)	Mr. Vitale does not receive a base salary in his role as Executive Chairman of the Board of Directors.

Annual Bonus (Senior Management Bonus Program)

Our NEOs are eligible to earn incentives based on fiscal year performance. Our Senior Management Bonus Program is designed to reward our executives who attain superior annual performance in key areas that we believe create long-term value for stockholders. Performance is measured at both the corporate and business unit level.

For fiscal year 2022, the Committee approved Net Revenue (25%) and Adjusted EBITDA (75%) as the performance metrics for both the corporate and business unit level (Premier Nutrition).

 

•

Up to 100% of target annual bonus opportunity may be earned if the participant’s’ targeted corporate / business unit financial performance is achieved.

 

•

From 100% to 150% of target annual bonus opportunity may be earned if the participant’s targeted corporate / business unit financial performance is achieved. However, all above-target payment opportunities are based solely on BellRing Brands’ overall corporate financial performance achievement.

Potential financial adjustments to determine performance achievement levels include items such as transaction costs and integration costs, provision for legal settlements, non-cash stock-based compensation and other items that the Company believes do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other fiscal periods. These adjustments are consistent with our announced results.

Upon completion of the fiscal year, the Committee determines achievement levels versus the pre-approved financial targets, calculated separately for each performance metric. The Committee also performs a comprehensive review of the overall financial performance at the corporate and business unit levels. For performance achievement between the threshold, target and maximum performance levels, calculated separately for each performance metric, earned amounts are interpolated on a straight-line basis between points. Performance achievement below the threshold level for a performance metric will result in a lower bonus amount for that performance metric, to the extent discretion is exercised, or no bonus at all. The Committee retains flexibility to make adjustments as needed to incorporate the results of its comprehensive financial review.

 

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Target award opportunities: The following target bonuses (as a percentage of base salary) were approved for fiscal year 2022, based on a thorough review of competitive market data provided by Aon and our objective for internal alignment:

 

Name		Fiscal Year 2022 Target(2) (% of Salary)				Comments
Robert V. Vitale(1)			N/A			N/A
Darcy Horn Davenport			125	%		No change
Paul A. Rode			65	%		Increased from 62%
Douglas J. Cornille			65	%		Increased from 52%
Craig L. Rosenthal			55	%		Increased from 52%
Robin Singh			55	%		Increased from 52%

 

(1)	Mr. Vitale does not participate in our Senior Management Bonus Program in his role as Executive Chairman of the Board of Directors.

(2)

For each performance metric, participants may earn from 50% to 150% of the target bonus attributable to that performance metric based on performance achievement between the threshold and maximum levels. All above-target payment opportunities are based solely on BellRing Brands’ overall corporate financial performance achievement. Payout opportunities for performance between the threshold, target and maximum levels, calculated separately for each performance metric, are interpolated on a straight-line basis. For business unit level named executive officers, above-target payout opportunities are subject to the business unit achieving the performance metric target level and are calculated based on the performance overachievement, if any, by the Company of the corporate level performance metric target. Performance achievement below the threshold level for a performance metric generally will result in a lower bonus amount for that performance metric, to the extent discretion is exercised, or no bonus at all.

Target and Actual Fiscal Year 2022 performance: Below are the approved levels, and actual achievement, of corporate and business unit Net Revenue and Adjusted EBITDA for fiscal year 2022:

 

Fiscal Year 2022 Performance Metrics(1)		Threshold				Target				Maximum				Actual
		(dollars in millions)
25% Net Revenue — BellRing (Corporate)		$	1,330.6			$	1,400.6			$	1,470.6			$	1,371.5
75% Adjusted EBITDA — BellRing (Corporate)(2)		$	254.6			$	268.0			$	281.4			$	271.4
25% Net Revenue — Premier Nutrition (Business Unit)		$	1,279.3			$	1,346.6			$	1,413.9			$	1,319.4
75% Adjusted EBITDA — Premier Nutrition (Business Unit)(3)		$	266.1			$	280.1			$	294.1			$	282.3

 

(1)	When evaluating financial goals/results, the Committee generally excludes non-recurring or extraordinary items.

(2)

Adjusted EBITDA-BellRing (Corporate) is a non-GAAP measure which represents the consolidated net earnings of the Company from the Company’s Annual Report on Form 10-K, excluding income tax expense, net interest expense, depreciation and amortization, non-cash stock-based compensation, noncontrolling interest, separation costs and foreign currency gain/loss on intercompany loans. See “Explanation and Reconciliation of Non-GAAP Measures” beginning on page 8 of the Company’s earnings release dated November 17, 2022 and furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K as furnished to the SEC on November 17, 2022.

(3)

Adjusted EBITDA-Premier Nutrition (Business Unit) is a non-GAAP measure which represents the net earnings of the Premier Nutrition business unit, excluding income tax expense, net interest expense, depreciation and amortization (including accelerated depreciation and amortization) and transaction costs, accelerated amortization costs, restructuring and facility closure costs and intercompany royalty income. We

 

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believe that Adjusted EBITDA for the Premier Nutrition business unit, a non-GAAP financial measure, is useful to investors in evaluating the Premier Nutrition business unit’s operating performance and liquidity because (i) we believe it is widely used to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, (ii) it presents a measure of corporate performance exclusive of the Premier Nutrition business unit’s capital structure and the method by which the assets were acquired and (iii) it is a financial indicator of a company’s ability to service its debt, as the Premier Nutrition business unit is required to comply with certain covenants and limitations that are based on variations of EBITDA in its financing documents. Management uses Adjusted EBITDA to provide forward-looking guidance and to forecast future results.

Adjusted EBITDA for the Premier Nutrition business unit is adjusted for the following items:

 

a.

Accelerated amortization: We have excluded non-cash accelerated amortization charges recorded in connection with discontinuance of certain brands as the amount and frequency of such charges are not consistent. Additionally, we believe that these charges do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of the Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods.

 

b.

Restructuring and facility closure costs, including accelerated depreciation: We have excluded certain costs associated with facility closures as the amount and frequency of such adjustments are not consistent. Additionally, we believe that these costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of the Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods.

 

c.

Provision for legal settlements: We have excluded gains and losses recorded to recognize the anticipated or actual resolution of certain litigation as we believe such gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods.

 

d.

Resolution of dispute with former contract manufacturer: We have excluded certain non-cash write-offs recorded in connection with the resolution of a dispute with a former contract manufacturer as the amount and frequency of such losses are not consistent. Additionally, we believe that these losses do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods.

 

e.

Intercompany royalty income: We have excluded Intercompany Royalty Income received from ANI related to the use of the ‘Premier Protein’ and ‘Dymatize’ brands by ANI, as we believe such income does not contribute to a meaningful evaluation of the Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods.

 

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The table below reconciles Adjusted EBITDA for the Premier Nutrition business unit to the most directly comparable GAAP measure.

 

		Fiscal year ended September 30, 2022 (in millions)
Net Earnings before Income Taxes		$	252.2
Depreciation and amortization, including accelerated depreciation and amortization			20.5
Restructuring and facility closure costs, excluding accelerated depreciation			.3
Provision for legal settlements			7.5
Resolution of dispute with former contract manufacturer			2.4
Intercompany royalty income			(.6	)
Adjusted EBITDA		$	282.3

The Premier Nutrition business unit exceeded its Net Revenue threshold of $1,279.3 million but did not meet its target of $1,346.6 million, delivering $1,319.4 million of Net Revenue. It exceeded its Adjusted EBITDA target of $280.1 million, delivering $282.3 million of Adjusted EBITDA.

The Company exceeded its Net Revenue threshold of $1,330.6 million but did not meet its target of $1,400.6 million, delivering $1371.5 million of Net Revenue. It exceeded its Adjusted EBITDA target of $268.0 million, delivering $271.4 million of Adjusted EBITDA.

At its November 2022 meeting, the Committee reviewed and confirmed the Company’s performance for each of the performance metrics. The Committee then determined the achievement percentage associated with each metric by interpolating actual performance within the applicable performance range. Following this approach, as shown in the performance metrics table above, the Committee determined that the overall achievement percentage for the Senior Management Bonus Program was 104.3% for Ms. Davenport and Messrs. Rode and Rosenthal and 104.5% for Messrs. Cornille and Singh.

Additionally, in connection with its determination, the Committee considered the impact of supply chain and human capital challenges as well as the economic factors on the Company’s performance during fiscal 2022. Specifically, the Committee took into account: i) certain co-manufacturing network challenges, including a bottle co-manufacturer’s failure to meet production commitments, co-manufacturer start-up delays and a co-manufacturer product recall; ii) unprecedented protein and other price increases; iii) inflationary pressures that were the highest in decades; and iv) senior management’s skill at implementing a product allocation strategy to effectively manage through supply constraints.

 

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Based on this, and in recognition of the meaningful progress made against our objectives despite these challenges, the Committee determined that, consistent with the achievement percentage for all bonus-eligible employees across the Company, the achievement percentage for the CEO and NEOs should be increased modestly and approved the following bonus amounts:

 

Name		2022 Target Bonus (% of Salary)				2022 Actual Bonus Earned (% of Target)				2022 Actual Bonus Earned
Robert V. Vitale(1)			N/A				N/A				N/A
Darcy Horn Davenport			125	%			116.2	%		$	944,125
Paul A. Rode			65	%			116.2	%		$	317,226
Douglas J. Cornille			65	%			116.4	%		$	287,508
Craig L. Rosenthal			55	%			116.2	%		$	220,490
Robin Singh			55	%			116.4	%		$	220,869

 

(1)	Mr. Vitale does not participate in our Senior Management Bonus Program in his role as Executive Chairman of the Board of Directors.

The Committee believes that the exercise of discretion based on a qualitative assessment of non-financial, non-formulaic factors, such as those noted above, are consistent with our Company’s culture, compensation philosophy and objectives. The Committee also believes, however, that the exercise of this type of discretion would be limited to unique or extraordinary circumstances.

Long-Term Incentives — Fiscal Year 2022 Equity Grants

The Committee believes in a balanced approach to long-term incentive compensation, with an emphasis on performance-based compensation opportunities and efficient share utilization. For fiscal year 2022, we enhanced our performance-based equity structure by replacing Stock Options with Performance Restricted Stock Units (PRSUs). The new PRSU program measures our long-term total stockholder return (TSR) against the Russell 3000 Food Products companies and aligns management directly to our long-term stockholders.

We weighted our fiscal year 2022 PRSU and RSU equity grants as follows:

 

NEO		PRSU				RSU
Mr. Vitale			75%				25%
Ms. Davenport			50%				50%
Mr. Rode			50%				50%
Mr. Cornille			50%				50%
Mr. Rosenthal			50%				50%
Mr. Singh			—				100%

This weighting is consistent with our philosophy of granting a significant weight of performance-based equity to our corporate leaders. The Committee uses competitive market data from our annual total compensation study to assist with targeted long-term incentive value. In addition, the Committee considers individual performance, potential future contributions to our business, internal equity and management’s recommendations.

 

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Target award opportunities: The following target LTI values were approved for fiscal year 2022:

 

Name		Fiscal Year 2022 Target
Robert V. Vitale		$	10,000,000	(1)
Darcy Horn Davenport		$	2,207,500
Paul A. Rode		$	507,000
Douglas J. Cornille		$	473,000
Craig L. Rosenthal		$	385,250
Robin Singh		$	215,250

 

(1)	Reference the discussion in “Fiscal Year 2022 Special Equity Grant to our Executive Chairman” in the section “Long-Term Incentives—Fiscal Year 2022 Equity Grants” for an in-depth discussion of Mr. Vitale’s special equity grant.

PRSUs: Our new PRSU program measures three-year cumulative TSR performance against the Russell 3000 Food Products companies (38 companies at the beginning of the performance period). This new program focuses our executives’ behaviors on long-term decision-making that enhances stockholder value. Each PRSU earned is settled with a share of the Company’s common stock following the completion of the three-year performance period. For the fiscal year 2022 PRSU grants, shares as a percentage of target may be earned on a sliding scale as follows:

 

BRBR’s Relative 3-Year TSR Percentile Rank		Vesting(1)
>85th		260% of target
75th		200% of target
50th		100% of target
25th		50% of target
<25th		0% of target

 

(1)	Performance between points is interpolated on a straight-line basis.

The following bullets summarize the fiscal year 2022 PRSU grant design parameters:

 

•

Performance period (except Mr. Vitale): November 11, 2021 through November 10, 2024.

 

•

Performance period (Mr. Vitale): April 5, 2022 through February 1, 2025. The performance period ending date generally coincides with Mr. Vitale’s current term on the BellRing board of directors which expires at the February 2025 annual stockholder meeting.

 

•

Performance requirements and payout opportunities: Please refer to the chart above.

 

•

Peer group: Russell 3000 Food Products companies; acquired companies are removed from the rankings; bankruptcies are dropped to the bottom ranking.

 

•

Beginning and ending values: For all NEOs except Mr. Vitale, beginning and ending values are based on the 30-day VWAP immediately prior to and including the first/last day of the performance period to mitigate any short-term swings in stock price at either end. For Mr. Vitale, the beginning and ending values are determined based on the 18-day VWAP (the number of days between our spin-off transaction and the grant date) and 20-day VWAP, respectively, including the first/last day of the performance period.

 

•

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

 

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•

Negative three-year TSR: If BellRing 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 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 (or absent an involuntary termination, failure of the acquirer in a change in control to assume, on substantially the same terms, the PRSUs).

RSUs: The value of RSUs provides a base level of retention value as well as incentive for increasing stockholder value. Our RSUs generally vest one-third per year on the first, second and third anniversaries of the grant date. Vesting of RSUs may be accelerated upon the occurrence of certain termination events.

Fiscal Year 2022 Special Equity Grant to our Executive Chairman

Background. The Board does not generally intend to provide special grants except in a very judicious and limited manner in rare circumstances as warranted by the situation. The Board views any such grants as a special and exceptional nonrecurring event to meet the Company’s needs during a specific period or for a specific purpose.

BellRing’s Executive Chairman of the Board of Directors, Robert V. Vitale, serves as President and Chief Executive Officer and a member of the Board of Directors of Post Holdings, Inc., the former parent of BellRing. From 2015 until BellRing’s initial public offering in October 2019, our business comprised the active nutrition business of Post. As part of his role as President, CEO and a director of Post since 2014, Mr. Vitale has overseen the business that now comprises BellRing for its entire existence and has served as executive chairman of BellRing since shortly before our October 2019 initial public offering.

In March 2022, Post completed the spin-off of 80.1% of its interest in BellRing through a distribution of BellRing common stock to Post shareholders. After the spin-off, Post owned approximately 14.2% of BellRing, but BellRing was no longer a part of Post’s portfolio of businesses. In light of this change, and in order to directly align the incentives of Mr. Vitale with the interests of BellRing’s stockholders and with our Company’s strategic goals, and to secure his continued leadership, expertise and experience, on April 5, 2022, our Board made special performance-based and time-based equity grants to Mr. Vitale.

Process and Considerations. Prior to making these grants, the Board sought and received input from its independent compensation consultant regarding the value, programs and vesting and other provisions of such grants based on grants at comparable companies and situations. The Board used this input as a reference point in finalizing the terms of the grants to Mr. Vitale. The Board considered dilution, stockholder alignment, the appropriate time period for performance, cost, the effect on the Company’s available share pool, internal considerations, unique aspects of the Company’s situation and its own developed perspective. Taking all of these factors into account, the Board selected PRSUs and RSUs for the grants to the Executive Chairman, and made the grants majority performance-based, with 75% of the target value being PRSUs and 25% being time-based RSUs.

Rationale. The Board’s rationale for making these special grants was based on several factors. The PRSUs’ use of relative TSR as the performance metric strongly aligns the Executive Chairman’s interests with those of our stockholders. The Board designed the awards with significant challenge, incentive and upside opportunity similar to our other NEOs in order to keep the Executive Chairman engaged and to motivate him to actively continue overseeing and executing our strategy, as well as to continue developing our leadership team. The combination of the design of the awards and the fact that the Executive Chairman will not receive any other compensation during the three-year term of the awards reinforces and underscores the importance of having Mr. Vitale maintain an ongoing and significant focus on executing our strategy, achieving our business objectives, developing our leadership team and driving the creation of stockholder value.

 

39

Terms. The specific terms of the grants to the Executive Chairman are as follows:

 

•

PRSUs: 300,000 PRSUs, which, like the PRSUs granted to the other NEOs, vest based on BellRing’s three-year TSR percentile rank relative to the TSRs of the companies in the Russell 3000 Food Products companies, in his case for the period from April 5, 2022 to February 1, 2025. The PRSUs had a target value of $7.5 million.

 

•

RSUs: 100,000 RSUs that vest ratably over three years, consistent with our other NEOs. The RSUs had a target value of $2.5 million.

 

•

Stockholder protective provisions

 

•

No equity grants for the next three years: The Board will not make any other equity grants to Mr. Vitale during the three-year term of the PRSUs and RSUs.

 

•

Lock-up: In connection with the grants, Mr. Vitale entered into a Lock-Up Agreement which provides that for five years, or until he ceases to serve as our Executive Chairman, he may not sell more than 50% of the sum of any shares underlying vested and unvested PRSUs (at target) and RSUs and any shares he owns outright.

 

•

Stock ownership guidelines: As a Section 16 officer, Mr. Vitale is subject to our stock ownership guideline policy

 

•

Clawback policy: Any shares earned are subject to the Company’s clawback policy.

Adjustments to Equity Awards due to the Reorganization Transactions

On November 11, 2021, the Committee granted RSUs and PRSUs to the named executive officers at the target grant date fair values reflected in the table above. Upon completion of the Reorganization Transactions in March 2022, the Committee authorized an increase in the number of RSUs and PRSUs granted to each named executive officer and an adjustment and repricing all outstanding stock options, including those held by named executive officers, in each case to account for the cash consideration component associated with the underlying shares of our common stock paid to all stockholders of the company in connection with the Reorganization Transactions. The aggregate grant date fair values of the RSU and PRSU awards granted on November 11, 2021 as adjusted in March 2022 calculated in accordance with Financial Accounting Standards Board (“FASB”) Topic 718 are reported in the Stock Awards column of the Summary Compensation Table beginning on page 45 of this proxy statement. The incremental fair values of the repriced stock options, computed as of the date of the Reorganization Transactions in accordance with FASB ASC Topic 718 are reported in the Option Awards column of the Summary Compensation Table beginning on page 45 of this proxy statement.

Certain Other Compensation Policies

Stock Ownership Guidelines

We have stock ownership guidelines applicable to non-employee directors and Section 16 officers. Our Board of Directors believes it is in the best interests of the Company and our stockholders to align the financial interests of Section 16 officers and non-employee directors with those of our stockholders. Our guideline structure is as follows:

 

•

Non-Employee and Non-Executive Directors — 5 times annual retainer

 

•

President and Chief Executive Officer — 6 times base salary

 

•

Section 16 Officers — 2 times base salary

 

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Participants are expected to comply with the ownership requirements within five years of an appointment to a qualified position. As of September 30, 2022, all participants are still within the five-year timeframe for compliance. The categories of stock ownership that satisfy the ownership criteria include:

 

•

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

 

•

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

 

•

shares represented by amounts invested in the BellRing Brands 401(k) Plan; and

 

•

share equivalents, including deferred stock units and deferred compensation, payable under our deferred compensation plans.

Unvested stock options/SARs and vested but unexercised stock options/SARs are not included when determining compliance with the guidelines. The Committee is responsible for monitoring the application of the stock ownership guidelines and may modify the guidelines in its discretion, including as a result of dramatic or unexpected changes in the market value of BellRing common stock. The Committee has the discretion to enforce these stock ownership guidelines on a case-by-case basis.

Recoupment (“Clawback”) Policy

We have an executive compensation “clawback” policy in connection with incentive compensation. The clawback policy provides that, in the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Committee, to the extent allowable under applicable law, has the authority to recoup any incentive compensation paid to a current or former executive officer, including Section 16 officers, during the three-year period preceding the restatement if the restatement would result in the payment of a reduced award if the award were recalculated based on the restated results.

Policy on Hedging and Pledging Company Stock

We have a policy that prohibits directors and executive officers from engaging in derivative or hedging transactions in the Company’s securities and prohibits pledging of shares by directors and executive officers. See the section Corporate Governance — Policy on Hedging and Pledging Company Stock on page 10 for further information.

Compensation Risk Assessment

The Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. Aon performs an annual compensation risk assessment for the Company. For fiscal year 2022, the Committee thoroughly reviewed Aon’s compensation risk assessment which determined that our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on the Company. The following features of our programs mitigate this risk:

 

•

the Committee retains an independent compensation consultant 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 after the end of the fiscal year;

 

•

in fiscal year 2022, the Senior Management Bonus Program capped potential payouts at 150% of the target opportunity;

 

41

•

we utilize a mix of cash and equity incentive programs, and all equity awards granted to our named executive officers 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 stockholders’ 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.

Benefits and Perquisites

Limited Perquisites

We provide executives limited perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation philosophy. These benefits help retain and attract superior employees for key positions. The Committee reviews the levels of perquisites and other benefits periodically.

Currently the only perquisite we provide is personal use of our corporate aircraft by our Chief Executive Officer. The Committee has the authority to grant tax gross-ups related to such use, provided that they do not exceed $100,000 during any fiscal year. The Committee reviews the levels of perquisites and other benefits periodically. Personal use of the Company aircraft is discussed in the Summary Compensation Table below.

Limitations on Deductibility of Compensation

When reviewing compensation matters, the Committee considers the anticipated tax consequences (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1 million in any taxable year to certain executives. The Committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executives that may not be tax deductible if it believes that providing that compensation is in the best interests of the Company and its stockholders

Change in Control and Involuntary Termination Treatment

Severance and Change in Control Agreements

We have entered into separate Severance and Change in Control Agreements with our named executive officers other than Mr. Vitale that provides for certain benefits to our executive officers (other than Mr. Vitale) in the event of an involuntary termination without cause or relating to a change in control or upon an executive officer’s death or disability. We believe these benefits are customary among the company’s peers and are fair to the executives and to our stockholders. For more information about potential payments to our named executive officers pursuant to these Severance and Change in Control Agreements, see “Executive Compensation — Potential Payments Upon Termination of Employment or Change in Control.”

Director Compensation for the Fiscal Year Ended September 30, 2022

In fiscal year 2022, the Committee reviewed competitive peer company board of director compensation market data provided by Aon. Modifications to our program were approved, as outlined herein, to provide competitive total compensation opportunities for our non-management directors.

 

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All non-management directors received an annual retainer of $60,000. The chairperson of our Audit Committee receives an additional annual retainer of $15,000, and the chairperson of our Corporate Governance and Compensation Committee receives an additional annual retainer of $10,000. Other members of our Audit Committee received an additional annual retainer of $7,500, and other members of our Corporate Governance and Compensation Committee received an additional annual retainer of $5,000. The committee member annual retainers were new for fiscal year 2022. The independent lead director of our Board received an additional annual retainer of $20,000.

In addition to cash compensation, all non-management directors received an annual grant in the form of RSUs valued at approximately $100,000 on the date of grant, rounded down to the nearest RSU. All awards fully vest on the first anniversary of the date of grant. In addition, all awards fully vest at the director’s disability or death. Directors may elect to defer settlement of RSUs until separation from service.

We also pay the premiums on directors’ and officers’ liability and travel accident insurance policies insuring directors. We reimburse directors for their reasonable expenses incurred in connection with attending Board meetings.

Under our Deferred Compensation Plan for Directors, any non-management director may elect to defer, with certain limitations, his or her retainer. Deferred compensation may be notionally invested in BellRing common stock equivalents or in a number of mutual funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. Deferrals in our common stock equivalents receive a 33 and 1/3% Company matching contribution, also credited in BellRing common stock equivalents. Balances are paid upon leaving the Board of Directors, generally in cash, in one of three ways: (1) lump sum payout; (2) five-year installments or (3) ten-year installments.

Directors who also are full-time officers or employees of the Company receive no additional compensation for serving as directors.

We maintain stock ownership guidelines applicable to all non-management directors. See Other Compensation Policies — Stock Ownership Guidelines under Compensation Discussion for more details.

 

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During our fiscal year 2022, the Corporate Governance and Compensation Committee was composed of Messrs. Stein and Erickson and Ms. Kuperman. There are no relationships involving the members of our Corporate Governance and Compensation Committee or our executive officers that are required to be disclosed under Item 407(e)(4) of Regulation S-K.

COMPENSATION COMMITTEE REPORT

The Corporate Governance and Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on its review and discussions with management, the Corporate Governance and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement (and incorporated by reference into the Company’s 2022 Annual Report). This report is provided by the following independent directors, who comprise all of the members of the Corporate Governance and Compensation Committee:

Elliot H. Stein, Jr., Chairman

Thomas P. Erickson

Jennifer Kuperman

 

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information about the total compensation earned during fiscal 2022, fiscal 2021 and fiscal 2020 by our named executive officers:

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)(2)				Option Awards ($)(3)				Non-Equity Incentive Plan Compensation ($)(4)				Non-Qualified Deferred Compensation Earnings ($)(5)				All Other Compensation ($)(6)				Total ($)
Robert V. Vitale(1)			2022				—				—				14,935,000				—				—				—				—				14,935,000
Executive Chairman			2021				—				—				—				—				—				—				—				—
			2020				—				—				—				—				—				—				—				—
Darcy Horn Davenport			2022				625,000				—				3,286,834				165,934				944,125				—				24,120				5,046,013
President and Chief Executive Officer			2021				625,000				—				797,489				834,474				1,171,875				107,340				28,889				3,565,067
			2020				625,000				—				1,026,539				760,032				497,656				42,876				23,336				2,975,439
Paul A. Rode			2022				420,000				—				764,319				31,264				317,226				—				19,316				1,552,125
Chief Financial Officer			2021				400,000				—				257,482				269,439				372,000				29,474				18,316				1,346,711
			2020				400,000				—				622,902				—				152,880				12,591				18,035				1,206,408
Douglas J. Cornille			2022				380,000				—				713,095				—				287,508				—				20,305				1,400,908
SVP, Marketing - Premier Nutrition			2021				330,750				—				414,995				—				257,985				27,839				18,598				1,050,167
			2020				330,750				—				498,314				—				143,380				4,156				17,942				994,542
Craig L. Rosenthal			2022				345,000				—				580,754				12,743				220,490				—				20,657				1,179,644
SVP and General Counsel			2021				300,000				—				157,493				164,801				234,000				—				18,448				874,742
Robin Singh			2022				345,000				—				228,924				—				220,869				—				18,334				813,127
SVP, Operations - Premier Nutrition			2021				330,235				—				204,991				—				257,583				—				18,536				811,345

 

(1)	Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s fiscal 2022, fiscal 2021 and fiscal 2020 compensation and the benefit plans in which he participates are fully disclosed in Post’s filings with the SEC.

(2)

For fiscal 2022, the amounts relate to awards of RSUs of our common stock (the “BellRing RSUs”) and PRSUs of our common Stock (the “Bellring PRSUs”) granted in the fiscal year except for Mr. Singh, whose stock award in fiscal 2022 consisted solely of Bellring RSUs. 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. For the BellRing RSUs and the Bellring PRSUs, see Note 16 to the Company’s fiscal year 2022 financial statements beginning on page 73 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for a discussion of the determination of these amounts under FASB ASC Topic 718.

(3)	Represents the incremental fair value expensed in connection with adjustments to outstanding option awards in the Reorganization Transactions.

(4)

For fiscal 2022, the amounts reported in this column reflect bonuses paid to the NEOs under the BellRing Brands, Inc. Senior Management Bonus Program, discussed above in Compensation Discussion & Analysis. For fiscal 2022, amounts payable to our NEOs pursuant to awards granted under the program were determined based on achievement of corporate or business unit goals and other achievements considered in the discretion of the Corporate Governance and Compensation Committee. See “Compensation Discussion & Analysis - 2022 Compensation Elements - Annual Bonus (Senior Management Bonus Program) on page 33 of this proxy statement.

 

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(5)

As a wholly-owned subsidiary of Post, in fiscal 2019, our NEOs were eligible to participate in the following non-qualified deferred compensation plans maintained by Post for key employees: the Deferred Compensation Plan for Key Employees and the Executive Savings Investment Plan. Our NEOs are no longer eligible for deferrals under the Post Deferred Compensation Plan for Key Employees and the Post Executive Savings Investment Plan effective January 1, 2020. The Company does not maintain any deferred compensation plans for its employees. The amounts reported in this column represent the aggregate earnings on the respective NEO’s account under Post’s Deferred Compensation Plan for Key Employees and Executive Savings Investment Plan.

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

 

		Matching Contributions ($)				Life Insurance Premiums ($)				Personal Use of Aircraft ($)(b)				Miscellaneous ($)				Total ($)
Robert V. Vitale(a)			—				—				—				—				—
Darcy Horn Davenport			17,792				941				5,027				360				24,120
Paul A. Rode			18,300				941				—				75				19,316
Douglas J. Cornille			19,373				932				—				—				20,305
Craig L. Rosenthal			19,425				907				—				325				20,657
Robin Singh			17,412				922				—				—				18,334

 

(a)	Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s fiscal 2022, fiscal 2021 and fiscal 2020 compensation and the benefit plans in which he participates are fully disclosed in Post’s filings with the SEC.

(b)

Amounts are based on the aggregate incremental cost to us of the NEO’s use of Post’s aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing 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 using Post’s 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. Our CEO may use the aircraft for personal use (including for her spouse and guests) so long as the value of such use is treated as taxable compensation to the individual. Following the completion of the Reorganization Transactions in March 2022, Post’s aircraft was no longer available for use by our NEOs.

Grants of Plan-Based Awards

The following table provides, for each of the NEOs, information concerning cash awards under our annual incentive plan for fiscal year 2022 and grants of equity awards made during fiscal year 2022. The non-equity incentive plan awards disclosed below are part of our Senior Management Bonus Program. The plan has threshold, target and maximum payouts, as set forth below, based on achievement of corporate or business unit performance measures; however, achievement below the threshold performance measures generally will result in a lower cash award payout (to the extent discretion is exercised) or no cash award payout at all. In November 2022, awards were determined to have been achieved for each of the NEOs based on a combination of achievement of the corporate or business unit performance measures in the amounts set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” Awards of RSUs were made under our

 

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2019 Long-Term Incentive Plan. See Compensation Discussion and Analysis for further information about the awards listed below.

 

						Estimated future payouts under non- equity incentive plan awards(1)												Estimated future payouts under equity incentive plan awards(2)												All Other Stock Awards: Number of Shares or Units (#)(3)				Grant date fair value of stock and option awards(4)
Name		Grant Type		Grant Date		Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
Robert V. Vitale		PRSUs		11/11/21															150,000				300,000				780,000								12,477,000
		RSUs		11/11/21																											100,000				2,458,000
Darcy Horn Davenport		Annual Incentive					406,250				812,500				1,218,750
		PRSUs		11/11/21															23,239				46,478				120,843								2,154,255
		RSUs		11/11/21																											46,096				1,132,579
Paul A. Rode		Annual Incentive					136,500				273,000				409,500
		PRSUs		11/11/21															5,337				10,673				27,750								494,694
		RSUs		11/11/21																											10,586				269,625
Douglas J. Cornille		Annual Incentive					123,500				247,000				370,500
		PRSUs		11/11/21															4,979				9,958				25,891								461,553
		RSUs		11/11/21																											9,876				251,542
Craig L. Rosenthal		Annual Incentive					94,875				189,750				284,625
		PRSUs		11/11/21															4,055				8,110				21,086								375,899
		RSUs		11/11/21																											8,043				204,855
Robin Singh		Annual Incentive					94,875				189,750				284,625
		RSUs		11/11/21																											8,988				228,924

 

(1)

These columns consist of threshold, target and maximum annual incentive targets for fiscal year 2022 under our 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)	This column contains the number of PRSUs granted in fiscal year 2022.

(3)	This column contains the number of RSUs granted in fiscal year 2022.

(4)	This column represents the grant date fair value of equity awards calculated in accordance with FASB ASC Topic 718.

 

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Outstanding Equity Awards at September 30, 2022

The following table sets forth information on exercisable and unexercisable options and unvested RSU awards held by our named executive officers on September 30, 2022.

 

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Exercise Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested(10) ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested(10)
Robert V. Vitale(1)			—				—				—								—								300,000	(5)			6,183,000
																			100,000	(6)			2,061,000
Darcy Horn Davenport			14,828	(2)			—				48.10				11/14/2026												120,843	(5)			2,490,574
			23,688	(2)			—				53.63				12/1/2027				46,096	(6)			950,039
			18,296	(2)			—				62.10				11/13/2028				19,789	(7)			407,851
			44,000	(3)			40,873	(3)			17.30				11/20/2029				29,612	(8)			610,303
			35,730	(4)			83,974	(4)			17.96				11/12/2030
Paul A. Rode			11,536	(4)			27,114	(4)			17.96				11/12/2030				2,966	(9)			330,480
																											27,750	(5)			571,928
																			10,586	(6)			218,177
																			12,008	(7)			247,475
																			9,561	(8)			197,052
Douglas J. Cornille																											25,891	(5)			533,614
																			9,876	(6)			203,544
																			9,606	(7)			197,980
																			15,410	(8)			317,600
Craig L. Rosenthal			—				15,760	(4)			17.96				11/12/2030												21,086	(5)			434,582
																			8,043	(6)			165,766
																			7,205	(7)			148,495
																			5,848	(8)			120,527
Robin Singh																			8,988	(6)			182,243
																			3,963	(7)			81,677
																			7,611	(8)			156,863

 

(1)

Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s fiscal 2022, fiscal 2021 and fiscal 2020 compensation from Post and the Post benefit plans in which he participates are fully disclosed in Post’s filings with the SEC.

(2)	Non-qualified Post stock options.

(3)	Non-qualified Company stock options; vest and become exercisable on November 20, 2022.

(4)	Non-Qualified Company stock options; vest and become exercisable in equal installments on November 12, 2022 and 2023.

(5)

In accordance with instruction 3 to Item 402(f)(2) of Regulation S-K, Company PRSUs reported at target for Mr. Vitale based on actual performance at 100% of target as of September 30, 2022 and at maximum for the other named executive officers based on performance at 112% of target as of September 30, 2022; service-based restrictions lapse on November 11, 2024 and vesting is subject to the satisfaction of performance conditions. The PRSUs will be paid in shares of the Company’s common stock within sixty days from the vesting date.

(6)	Company RSUs; service-based restrictions lapse in equal installments on November 11, 2022, 2023 and 2024. The RSUs will be paid in shares of the Company’s common stock within sixty days from each of the applicable vesting dates.

 

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