DEF 14A

DEF 14A 1 d332791ddef14a.htm DEF 14A DEF 14A

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

HOSTESS 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 the appropriate box):

☒	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.

LOGO

April 29, 2022

Dear Hostess Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Hostess Brands, Inc., which will be held online, on June 8, 2022, at 8:00 a.m. central time. Due to the ongoing public health impact of the COVID-19 pandemic, we will hold our 2022 Annual Meeting of Stockholders in a virtual meeting format only via the Internet. As a result, stockholders will not be able to attend the Annual Meeting in person. Stockholders will be able to listen, vote, and submit questions from any remote location with Internet connectivity. Information on how to participate in the Annual Meeting can be found on page 5 of the proxy statement.

At the Annual Meeting, we will ask you to vote to: (1) elect Jerry D. Kaminski, Andrew P. Callahan, Olu Beck, Laurence Bodner, Gretchen R. Crist, Rachel P. Cullen, Hugh G. Dineen, Ioannis Skoufalos, and Craig D. Steeneck as directors for terms to expire at our 2023 annual meeting of stockholders; (2) approve the Amended and Restated Hostess 2016 Equity Incentive Plan; (3) approve the 2022 Employee Stock Purchase Plan; (4) approve a non-binding advisory resolution to approve the compensation paid to our named executive officers for 2021 (commonly referred to as “say-on-pay”); and (5) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022.

We have elected to provide access to the proxy materials over the Internet, other than to those stockholders who requested a paper copy, under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. On or about April 29, 2022, we mailed to our stockholders a notice (“Notice”) that contains instructions on how to access our 2022 proxy statement and 2021 annual report and vote online. However, if you would prefer to receive paper copies of these proxy materials, please follow the instructions included in the Notice.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet or by mail, in accordance with the instructions included in the Proxy Statement.

On behalf of the Board of Directors, we would like to thank you for your continued interest and investment in Hostess Brands, Inc.

Sincerely,

LOGO

Andrew P. Callahan

President and Chief Executive Officer

HOSTESS BRANDS, INC.

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS


Time and Date:	June 8, 2022 at 8:00 a.m. central time.

Place:	Online only at https://www.cstproxy.com/hostessbrands/2022. Stockholders will not be able to attend the Annual Meeting in person. Information on how to participate in the Annual Meeting can be found on page 5 of the proxy statement.

Items of Business:	(1)	To elect nine directors to serve until the 2023 annual meeting of stockholders or until their successors are duly elected.

	(2)	To approve the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan to increase the available share reserve.

	(3)	To approve the 2022 Employee Stock Purchase Plan.

	(4)	To vote on a non-binding advisory resolution to approve the compensation paid to our named executive officers for 2021 (“say-on-pay”).

	(5)	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022.

	(6)	To consider such other business as may properly come before the meeting or any adjournment or postponement thereof.

Adjournments and Postponements:	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date:	Holders of record of our common stock as of the close of business on April 22, 2022 will be entitled to notice of, and to vote at, the Annual Meeting.

Voting:	Your vote is very important. All stockholders as of the record date are cordially invited to attend and vote during the Annual Meeting. To assure your representation at the meeting, however, we urge you to vote by proxy as promptly as possible over the Internet as instructed in the Notice of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. You may vote at the meeting even if you have previously returned a proxy.

By Order of the Board of Directors,

LOGO

Jolyn J. Sebree

General Counsel and Secretary

This proxy statement and proxy are being made available to stockholders on or about April 29, 2022.

This proxy statement and our 2021 Annual Report to Stockholders, which includes our Annual Report

on Form 10-K for the fiscal year ended December 31, 2021, are available at

https://www.cstproxy.com/hostessbrands/2022 and at www.hostessbrands.com under the “Investors” tab.

TABLE OF CONTENTS


	Page
PROXY STATEMENT SUMMARY		1
GENERAL INFORMATION		3
Internet Availability of Proxy Materials		3
Record Date		3
Number of Outstanding Shares		3
Requirements for a Quorum		3
Votes Required for Each Proposal		4
Our Board’s Recommendation for Each Proposal		4
Voting Instructions		4
Information about Participating in the Annual Meeting Online		5
Broker Non-Votes and Abstentions		5
Revoking Proxies		6
Election Inspector		6
Voting Results		6
Costs of Solicitation of Proxies		6
Householding		6
Availability of our Filings with the SEC and Additional Information		7
Information Deemed Not Filed		7
Other Information		7
Company Culture and ESG		7
Inclusion and Diversity		8
Health & Safety		8
CORPORATE GOVERNANCE		9
Our Board		9
Board Diversity		13
Board Structure		14
Board Leadership Structure		14
The Board’s Role in Risk Oversight		14
Board Participation		14
Board Committees		14
Identifying and Evaluating Director Candidates		18
Corporate Governance Guidelines		18
Availability of Corporate Governance Information		18
Communications with our Board of Directors		18
PROPOSAL 1: ELECTION OF DIRECTORS		19
Nominees		19
Required Vote		19
Recommendation of the Board		19
DIRECTOR COMPENSATION		20
Director Compensation Table		20
EXECUTIVE OFFICERS		22
COMPENSATION DISCUSSION AND ANALYSIS		24
Named Executive Officers		24
Selected 2021 Business Highlights		24
Executive Summary of 2021 Compensation		25
Pay Philosophy		25
Performance-Based Compensation Mix		26
Engagement with Stockholders and Advisory Vote on Executive Compensation		27

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	Page
2021 Pay Program Changes		27
Pay Program Design and Practices		28
2021 Compensation Program Overview		29
Peer Group and Benchmarking		30
Base Salary		30
Short-Term Incentive Plan		31
Long-Term Incentives (LTI)		33
RSU Grants		34
Stock Ownership Guidelines		34
Determination of Guidelines		35
Compliance with Guidelines		35
Prohibition on Hedging/Pledging of Our Securities		35
Risk Assessment		35
Clawback		35
Retirement and Employee Benefit Plans		36
Impact of Accounting		36
Role of the Committee and the Chief Executive Officer		36
Role of Independent Compensation Consultant		36
COMPENSATION COMMITTEE REPORT		38
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		38
EXECUTIVE COMPENSATION		39
Summary Compensation Table		39
Grants of Plan-Based Awards		42
Outstanding Equity Awards at Fiscal Year-End		44
Option Exercises and Stock Vested		46
CEO Pay Ratio		46
Employment Agreement		47
Severance Arrangements		48
Potential Payments Upon Termination or Change in Control		50
PROPOSAL 2: APPROVAL OF AMENDED AND RESTATED HOSTESS BRANDS, INC. 2016 EQUITY INCENTIVE PLAN		53
PROPOSAL 3: APPROVAL OF THE HOSTESS BRANDS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN		64
PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)		69
Selected 2021 Business Highlights		69
Vote Required		70
Recommendation of the Board		70
REPORT OF THE AUDIT COMMITTEE		71
PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		72
Audit Committee Pre-Approval Policies and Procedures		72
Vote Required		72
Recommendation of the Board		72
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		73
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		77
Indemnification of Directors and Officers		77
Review, Approval or Ratification of Transactions with Related Persons		77
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS		79
OTHER MATTERS		80

-ii-

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information that you should consider, and you should review all of the information contained in the proxy statement before voting.

Annual Meeting of Stockholders


Date:		June 8, 2022
Time:		8:00 a.m. central time
Location:		Online only at https://www.cstproxy.com/hostessbrands/2022. Stockholders will not be able to attend the Annual Meeting in person.
Record Date:		April 22, 2022
Voting:		Stockholders as of the record date are entitled to vote. Each share of Class A common stock is entitled to one vote.

Proposals and Voting Recommendations


	Board Recommendation	Page
Proposal 1: Election of Directors:
Jerry D. Kaminski	For	19
Andrew P. Callahan	For	19
Olu Beck	For	19
Laurence Bodner	For	19
Gretchen R. Crist	For	19
Rachel P. Cullen	For	19
Hugh G. Dineen	For	19
Ioannis Skoufalos	For	19
Craig D. Steeneck	For	19
Proposal 2: Approval of the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan	For	54
Proposal 3: Approval of the 2022 Employee Stock Purchase Plan	For	65
Proposal 4: Advisory vote on compensation paid to named executive officers for 2021	For	70
Proposal 5: Ratification of our independent registered public accounting firm for 2022	For	73

Voting Methods

If you are a record owner, you can vote in one of the following ways:

•

Visit www.cstproxyvote.com to vote VIA THE INTERNET

•

Sign, date and return your proxy card in the prepaid enclosed envelope to vote BY MAIL

•

Vote at the meeting

To reduce our administrative and postage costs and the environmental impact of the Annual Meeting, we encourage stockholders to vote via the Internet, which is available 24 hours a day, seven days a week, until 11:59 p.m. eastern time on June 7, 2022. Stockholders may revoke their proxies at the times and in the manners described on page 6 of this proxy statement.

If your shares are held in “street name” through a bank, broker or other holder of record, you will receive voting instructions from the holder of record that you must follow for your shares to be voted. If you wish to vote at the meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares.

Information on how to participate in the Annual Meeting can be found on page 5 of the proxy statement.

The proxy statement and proxy (the “Proxy Materials”) are being made available to Stockholders on or about April 29, 2022.

HOSTESS BRANDS, INC.

7905 Quivira Road

Lenexa, Kansas 66215

2022 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This Proxy Statement and the enclosed proxy are solicited on behalf of Hostess Brands, Inc., a Delaware corporation, by our Board of Directors (referred to as “Board” or “Board of Directors”) for use at the 2022 Annual Meeting of Stockholders (referred to as the “Annual Meeting”) and any postponements or adjournments thereof. The Annual Meeting will be held online on June 8, 2022, at 8:00 a.m. central time. Due to the ongoing public health impact of the COVID-19 pandemic, the Company will hold the Annual Meeting in a virtual meeting format only via the Internet site set forth below. Stockholders will not be able to attend the Annual Meeting in person. Stockholders will be able to listen, vote, and submit questions from any remote location with Internet connectivity. Information on how to participate in the Annual Meeting can be found on page 5 of this proxy statement.

Internet Availability of Proxy Materials

In accordance with rules adopted by the Securities and Exchange Commission (referred to as the “SEC”) that allow companies to furnish their proxy materials over the Internet, we are mailing a Notice of Proxy Materials instead of a paper copy of our proxy statement and our 2021 Annual Report to Stockholders. The Notice of Proxy Materials contains instructions on how to access those documents and vote over the Internet. The Notice of Proxy Materials also contains instructions on how to request a paper copy of our proxy materials, including our proxy statement, our 2021 Annual Report, and a proxy card. We believe this process will allow us to provide our stockholders the information they need in a more timely manner, while reducing the environmental impact and lowering our costs of printing and delivering the proxy materials.

These proxy solicitation materials are being first sent on or about April 29, 2022, to all stockholders entitled to vote at the meeting.

Record Date

Stockholders of record at the close of business on April 22, 2022, which we have set as the record date, are entitled to notice of and to vote at the meeting.

Number of Outstanding Shares

On the record date, there were 138,382,522 outstanding shares of our Class A common stock, par value $0.0001 per share and no outstanding shares of our Class B common stock, par value $0.0001 per share.

Requirements for a Quorum

The holders of a majority of the issued and outstanding shares of common stock entitled to vote at the meeting, present in person (virtually) or represented by proxy, shall constitute a quorum for the transaction of business at the meeting. Each stockholder voting at the meeting, either in person (virtually) or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the meeting.

Votes Required for Each Proposal

Assuming a quorum is present, directors shall be elected by a plurality of the shares present in person (virtually) or represented by proxy at the meeting and entitled to vote on the election of directors. Therefore, the nine nominees who receive the greatest number of affirmative votes cast shall be elected as directors. We do not have cumulative voting rights for the election of directors.

The (i) proposal to approve the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan to increase the available share reserve, (ii) the proposal to approve the 2022 Employee Stock Purchase Plan, (iii) the advisory vote on the compensation of our named executive officers for 2021 (commonly referred to as a “say-on-pay” proposal) and (iv) the proposal to ratify KPMG LLP as the independent registered public accounting firm of our Company for the year ending December 31, 2022 shall each be decided by the affirmative vote of a majority of shares present in person (virtually) or represented by proxy at the meeting and entitled to vote thereon.

Although the say-on-pay vote is non-binding, it will provide information to our Talent and Compensation Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our Talent and Compensation Committee and our Board of Directors will consider when determining executive compensation for the years to come.

The vote on each matter submitted to stockholders will be tabulated separately. A representative of Continental Stock Transfer and Trust Company will tabulate the votes.

Our Board’s Recommendation for Each Proposal

Our Board of Directors recommends that you vote your shares:

•

“FOR” each of the director nominees;

•

“FOR” the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan;

•

“FOR” the approval of the 2022 Employee Stock Purchase Plan;

•

“FOR” the say-on-pay proposal; and

•

“FOR” the ratification of KPMG LLP as the independent registered public accounting firm of our Company for the year ending December 31, 2022.

Voting Instructions

You may vote your shares by proxy by doing any one of the following: vote via the Internet at www.cstproxyvote.com; or sign, date and return your proxy or voting instruction card in the prepaid enclosed envelope to vote by mail. When a proxy is properly executed and returned, the shares it represents will be voted at the meeting as directed.

If a proxy card is properly executed and returned and no voting specification is indicated, the shares will be voted “for” the election of each of the nominees for director set forth in this proxy statement, “for” each of the other proposals, and as the persons specified in the proxy deem advisable in their discretion on such other matters as may come before the meeting. As of the date of this proxy statement, we have received no notice of any such other matters.

If you attend the Annual Meeting, you may vote online during the Annual Meeting even if you have previously voted, and the vote you cast online during the Annual Meeting will supersede any vote previously cast.

Information about Participating in the Annual Meeting Online

Due to the ongoing public health impact of the COVID-19 pandemic, the Company will hold the Annual Meeting in a virtual meeting format only, and stockholders will not be able to attend the Annual Meeting in person. Stockholders may participate online by logging in at https://www.cstproxy.com/hostessbrands/2022. All stockholders participating online will be in listen-only mode but will have an opportunity to submit questions and vote.

Registered stockholders will receive a Notice and a proxy card from our transfer agent, Continental Stock Transfer & Trust Company (“Continental Stock Transfer”). The Notice and proxy card provided to registered stockholders will contain a control number that you will need to attend the Annual Meeting. If you do not have your control number, you should contact Continental Stock Transfer at the telephone number or e-mail address below.

For beneficial owners of shares held in “street name” who hold shares through a broker, bank or other nominee, you will need to contact your broker, bank or other nominee to obtain a legal proxy. After obtaining a legal proxy, beneficial owners may contact Continental Stock Transfer to obtain a control number. This is the only way beneficial owners will be able to attend the meeting.

Continental Stock Transfer’s contact information is as follows:

Telephone number: 917-262-2373

Email address: proxy@continentalstock.com

Broker Non-Votes and Abstentions

If you are a beneficial owner of shares held in “street name” and do not provide the broker, bank, or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank, or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is commonly referred to as a “broker non-vote.”

The election of directors (“Proposal 1”), the approval of the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan (“Proposal 2”), the approval of the 2022 Employee Stock Purchase Plan (“Proposal 3”), and the say-on-pay proposal (“Proposal 4”) are matters considered non-routine under applicable rules. Therefore, a broker, bank, or other nominee cannot vote without your instructions on Proposals 1, 2, 3 or 4; as a result, there may be broker non-votes on Proposals 1, 2, 3 or 4. For your vote to be counted in the above proposals, you will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting using the voting instruction form provided by your broker, bank, or other nominee.

The ratification of appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022 (“Proposal 5”) is considered routine under applicable rules. A broker, bank, or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 5.

Each broker non-vote and abstention is counted for determining the presence of a quorum. The election of directors requires a plurality of votes cast. Neither broker non-votes nor abstentions or any withhold votes in the election of directors will have any effect thereon. Abstentions have the same effect as votes “against” (i) the proposal to approve the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan, (ii) the proposal

to approve the 2022 Employee Stock Purchase Plan and (iii) the say-on pay proposal because they represent votes present and entitled to vote that are not cast in favor of such proposal. Broker non-votes, however, do not represent votes present and entitled to vote on non-routine matters, and therefore, have no effect on such proposals. With respect to the proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of our Company for the year ending December 31, 2022, abstentions have the same effect as votes “against” such proposal because they represent shares present and entitled to vote that are not voted in favor of a proposal.

Revoking Proxies

Any stockholder giving a proxy may revoke the proxy at any time before its use by furnishing to us either a written notice of revocation or a duly executed proxy (via Internet or mail) bearing a later date, or by attending the meeting online and voting at the meeting. Attendance at the online meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

If your shares are held in street name, you must contact your bank, broker or holder of record to revoke and vote your proxy.

Election Inspector

We have engaged Continental Stock Transfer and Trust Company to be the election inspector. Votes cast by proxy or at the meeting will be tabulated by such election inspector, who will determine whether a quorum is present. The election inspector will treat broker non-votes and abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, and as described in the “Broker Non-Votes and Abstentions” section of this proxy statement for purposes of determining the approval of any matter submitted to stockholders for a vote.

Voting Results

The final voting results from the Annual Meeting will be included in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting.

Costs of Solicitation of Proxies

We will bear the cost of this solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by certain of our directors and officers, personally or by telephone or e-mail, without additional compensation. We do not expect to engage or pay any compensation to a third-party proxy solicitor.

Householding

We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice, and as applicable, any additional proxy materials that are delivered. A separate proxy card for each stockholder of record will be included in the printed materials. This procedure reduces our printing costs, mailing costs and fees. Upon written request, we will promptly deliver a separate copy of the Notice or, if applicable, the printed proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or Annual Report or, if applicable, the printed proxy materials, please notify us by calling (816) 701-4600 or by sending a written request to our Secretary at 7905 Quivira Road, Lenexa, Kansas 66215. Street name stockholders may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Availability of our Filings with the SEC and Additional Information

Through our investor relations website, www.hostessbrands.com under the “Investors” tab, we make available free of charge all of our SEC filings, including our proxy statements, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K, as well as Form 3, Form 4, and Form 5 reports of our directors, officers, and principal stockholders, together with amendments to these reports filed or furnished pursuant to Sections 13(a), 15(d), or 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We will also provide upon written request, without charge to each stockholder of record as of the record date, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 1, 2022. Any exhibits listed in the Form 10-K report also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to our Secretary at our executive offices set forth in this proxy statement. Such filings are not incorporated by reference into this proxy statement.

This proxy statement and our 2021 Annual Report to Stockholders are also available at: https://www.cstproxy.com/hostessbrands/2022.

Our SEC filings can also be accessed through the SEC’s website, http://www.sec.gov.

The Class A common stock of the Company is listed on the Nasdaq Capital Market (“Nasdaq”).

Information Deemed Not Filed

Our 2021 Annual Report to Stockholders, which was made available to stockholders with or preceding this proxy statement, contains financial and other information about our Company but is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act. The information contained in the “Report of the Audit Committee” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

Other Information

Hostess Brands, Inc. (f/k/a Gores Holdings, Inc.) was originally incorporated in Delaware on June 1, 2015 as a special purpose acquisition company and consummated its initial public offering, on August 19, 2015, following which its shares began trading on the Nasdaq.

On November 4, 2016, in a transaction referred to as the “Business Combination,” Gores Holdings, Inc. acquired a controlling interest in Hostess Holdings, L.P. (“Hostess Holdings”), an entity owned indirectly by C. Dean Metropoulos (the “Metropoulos Entities”) and certain equity funds managed by affiliates of Apollo Global Management, LLC (together with the Metropoulos Entities, the “Legacy Hostess Equityholders”).

In connection with the closing of the Business Combination, Gores Holdings, Inc. changed its name to Hostess Brands, Inc. and its trading symbols on Nasdaq from “GRSH” and “GRSHW,” to “TWNK” and “TWNKW”. The warrants, which traded under the symbol “TWNKW”, were exercisable for shares of our common stock (2 warrants were exercised for 1 share of common stock). All unexercised warrants expired on November 4, 2021 and are no longer outstanding.

As used in this proxy statement, unless the context otherwise requires, references to the “Company,” “we,” “us” and “our” refer to Hostess Brands, Inc. and, where appropriate, its subsidiaries.

Company Culture and ESG

At the Company, our vision is to imagine a world where everyday moments are worth celebrating, and we have a clear mission: “We inspire moments of joy by putting our heart into everything we do.” We work to

achieve our mission through our values of people, tenacity, nimbleness, inclusivity, integrity and quality. We care about both WHAT we do and HOW we do it.

In 2021, we published our first Corporate Responsibility Report focused on our environmental, social and governance priorities and activities (the “ESG Report”), and we continue to adapt and grow as a responsible, public company. As described further below, our Nominating and Governance Committee oversees the Company’s ESG efforts.

We are proud members of the local communities in which we operate. We live this by providing a productive, safe, challenging, fun, and rewarding work environment, competitive wages, and philanthropic donations and volunteer opportunities for local organizations when possible. In addition to planned volunteer and employee donation opportunities, we also donate products to local food banks on an annual basis.

We hold ourselves and each other accountable to act with integrity and honesty to do the right thing for our customers, stockholders, and employees, in addition to the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations, as stated in the Company’s Code of Ethics. Our Code of Ethics is provided to our employees when they begin employment and it is re-distributed and acknowledged annually. We maintain a hotline for our employees to report anonymously, if they so choose, any Code of Ethics or other policy violations or concerns.

Our Talent and Compensation Committee oversees the Company’s culture.

Inclusion and Diversity

We believe promoting diversity in our workforce fosters a culture of collaboration, inclusion, creativity, and innovation. Global events in recent years provided a catalyst for us to enhance the employment experience we provide, and we’ve taken actions such as documenting our Diversity, Equity, Inclusion, & Belonging policy and expanding our education and appreciation programs to ensure our culture remains one where all employees are valued and comfortable. We are an equal opportunity employer committed to making employment decisions without regard to age, race, gender, religion, sex, sexual orientation, disability, union affiliation, protected veteran status, or other characteristic protected by law. We respect the right under Section 7 of the National Labor Relations Act to organize and bargain collectively through a union and the right to refrain from those activities. We have adopted a Freedom of Association Policy.

Our employees are central to our success. Our pay philosophy centers on pay for performance and we strive for gender pay equity. This philosophy provides strong alignment between results and compensation while maintaining market competitiveness enabling our ability to hire and retain a talented and diverse workforce.

Health & Safety

We endeavor to be a company of energized people, providing a safe and respectful work environment, quality products and to be a good corporate citizen committed to protecting our people and our environment. The Company meets periodically with local and state leaders to discuss business planning and ways to become a better community partner.

Employee safety is a top priority and has an impact on the Company’s financial success. Through training and education and employee safety committees, we empower employees to improve and promote a culture of safety. Recent improvements in the way we deliver employee safety training has helped reduce the frequency of workplace injuries.

CORPORATE GOVERNANCE

Our Board

Our business and affairs are overseen by our Board of Directors, which currently consists of nine members. Set forth below are the biographies of each of our current directors.

Jerry D. Kaminski

Chairman and Independent Director

Mr. Kaminski has served as our Chairman since October 2020 and as a member of our Board of Directors since November 2016. Since August 2018, Mr. Kaminski has served as Executive Vice President and Chief Operating Officer of Land O’Lakes Inc. From December 2013 until August 2018, he served as Executive Vice President and Chief Operating Officer of the Land O’Lakes, Inc. International business and oversaw Land O’Lakes Global Dairy Ingredients, the Villa Crop Protection joint venture in South Africa, the Bidco Africa joint venture in Kenya and Global Seed Genetics in Mexico. From March 2007 to December 2013, Mr. Kaminski served in various roles of increasing responsibility at Land O’Lakes. Before joining Land O’Lakes, Mr. Kaminski served as a Vice President and General Manager at General Mills, where he held various leadership positions in the retail and business-to-business segments. Mr. Kaminski also served as President and Chief Operating Officer at Sparboe Foods. Mr. Kaminski has been on the board of directors of the Global Dairy Platform since 2012, which is an association of the world’s largest dairy companies promoting sustainable dairy consumption. We believe that Mr. Kaminski’s international business experience, together with his background in the consumer packaged goods industry, is of value to our Board and make him well-qualified to serve on our Board.

Andrew P. Callahan

Mr. Callahan has served as a member of our Board of Directors since April 2018 and as our President and Chief Executive Officer since May 2018. Mr. Callahan served as a member of the Tyson Foods Executive Leadership Team in multiple operations general management roles from August 2014 to September 2017 working with iconic brands such as Tyson^®, Jimmy Dean^®, Hillshire Farm^®, Sara Lee^®, Aidells^® and Ball Park^®. He served as President of North American Foodservice & International at Tyson Foods, Inc. from February 2017 until September 2017 and President of Retail Packaged Brands from August 2014 to February 2017. He served as an Executive Vice President and President of Retail at The Hillshire Brands Company (f/k/a Sara Lee Corporation), a producer of packaged meat and frozen bakery products, from June 2012 until its acquisition by Tyson in August 2014. Prior to joining The Hillshire Brands Company, Mr. Callahan served in positions of increasing responsibility in marketing, sales and general management for Sara Lee Corporation and Kraft Foods, Inc. Prior to joining Kraft Foods, Inc., Mr. Callahan spent seven years in the U.S. Navy as a Naval Flight Officer. Mr. Callahan serves on the board of directors for the Consumer Brands Association, and he previously served on the board of directors for the Grocery Manufacturers Association (GMA), the International Foodservice Manufacturers Association (IFMA), as well as the Make-A-Wish Foundation of Illinois. We believe that Mr. Callahan’s experience in the retail and consumer industries and industry contacts makes him well-qualified to serve on our Board.


Olu Beck Independent Director		Ms. Beck has served as a member of our Board of Directors since April 2021. Since January 2013, Ms. Beck has been the Founder and Chief Executive Officer of The Beck Group NJ, a boutique advisory and consulting firm driving value creation in private equity-backed small and mid-size consumer packaged goods companies. Ms. Beck also served as Chief Executive Officer and a member of the board of directors of Wholesome Sweeteners, Inc., a maker of consumer-packaged organic condiments and snacks, from January 2016 to June 2018. Prior to that, Ms. Beck served as Head of Global & U.S. Marketing & Health and Wellness for Johnson & Johnson, Inc. from 2010 through 2012. Prior to Johnson & Johnson, Inc., Ms. Beck served in various Senior Executive roles in Finance, Sales and Marketing at Mars, Incorporated from 1989 to 2009, including serving as Chief Financial Officer of Uncle Ben’s Rice. Ms. Beck has served on the board of directors of Freshpet, Inc. since 2019 and is a member of their audit and compensation committees. She has served on the board of directors and audit committees of Denny’s Inc. and Saputo Inc. since May and November 2021, respectively. We believe Ms. Beck’s extensive management experience in the consumer packaged goods industry, as well as her experience in corporate leadership, make her well-qualified to serve on our Board.
Laurence Bodner Independent Director		Mr. Bodner has served as a member of our Board of Directors since November 2016. Since October 2019, Mr. Bodner has served as the Chief Executive Officer of Bulletproof 360, Inc., a lifestyle company known for Bulletproof coffee, collagen protein bars, and performance-enhancing food and beverage product lines. Mr. Bodner served as the Chief Financial Officer of Sovos Brands, a food and beverage company seeking to acquire brands from February 2017 through September 2019. From March 2016 to February 2017, Mr. Bodner served as a Senior Advisor at Advent International in its global retail, consumer and leisure team. Mr. Bodner served as Executive Vice President, Chief Financial Officer and Treasurer of Big Heart Pet Brands (formerly Del Monte Foods) from 2011 through July 2015. He joined Del Monte Foods in 2003 and served the company for 12 years in increasing levels of responsibility across the Finance and Operations functions. Prior to Del Monte Foods, Mr. Bodner also held senior financial positions at Walt Disney Company, as well as The Procter & Gamble Company. Mr. Bodner served on the board of directors of Hearthside Food Solutions, a leading bakery, snack & customized solutions contract manufacturer for packaged foods products in North America and Europe, from April 2015 to May 2018. We believe that Mr. Bodner’s extensive experience in the retail and consumer industries and his financial expertise allows him to provide significant insight to our Board and makes him well-qualified to serve on our Board.
Gretchen R. Crist Independent Director		Ms. Crist has served as a member of our Board of Directors since April 2018. Since April 2022, Ms. Crist has served as Chief People and Culture Officer with PetHonesty, LLC, a pet nutrition business. From June 2020 through March 2022, Ms. Crist was a Managing Director, Consumer Goods and Services, for RSR Partners, Inc., which operates as a board, executive, and leadership recruiting company for businesses globally. From February 2019 to June 2020, Ms. Crist served as the Principal of Win With People Solutions. Ms. Crist served as the Senior Vice President, Human Resources of Henkel Corporation in North America, which is part of Henkel, KGA, a large multi-national public company headquartered in Germany that manufactures adhesive technologies, beauty care products and laundry and home care products, from September 2016 through January 2019. Prior to Henkel, she served as Senior Vice President and Chief Human Resources Officer for The Sun Products Corporation, a company she helped found in 2008. Prior to joining The Sun Products Corporation, Ms. Crist was Vice President of Human Resources and Chief Human Resources officer for


		Playtex Products Corp., a New York Stock Exchange listed company that manufactures personal care products. Ms. Crist joined Playtex in 1995 and held positions of increasing responsibility until being named Chief Human Resources Officer in 2005. Prior to Playtex, Ms. Crist served in various human capital leadership roles with the New Power Corporation, Altria and Nestle Waters. Ms. Crist is a member of the society of Human Resources Management and HR50X Group. She is also past Executive Committee member of the Board, Secretary of Make-A-Wish Foundation of Connecticut (2009-2015) and board member of EBP Supply Solutions (2013-2016). We believe that Ms. Crist’s experience in the retail and consumer industries makes her well-qualified to serve on our Board.
Rachel P. Cullen Independent Director		Ms. Cullen has served as a member of our Board of Directors since April 2020. Since September 2021, Ms. Cullen has been the owner of R. P. Cullen LLC, focused on advisory work for private equity and small cap food companies. From August 2012 until February 2021, Ms. Cullen served as the President, Chief Executive Officer and a board member of Ruiz Food Products Inc., a privately held, family-owned company and the largest manufacturer of frozen Mexican food in the United States. Prior to Ruiz Foods, Ms. Cullen served as Senior Vice President and Chief Operating Officer—Ice Cream at Dean Foods, Inc. from 2007 through 2012, where she led the successful ice cream centralization strategy and business turnaround. From 2004 through 2007, Ms. Cullen worked at Orange Glo International, a privately held, household cleaning products company, where she served as Vice President of Marketing from 2004 to 2005 and as Chief Operating Officer from 2005 to 2007. Ms. Cullen began her career in 1985 in the consumer-packaged goods industry at General Foods. Her career progressed through a series of marketing and executive assignments at General Foods, Kraft Foods, and Unilever, prior to joining Orange Glo. Ms. Cullen currently serves on the board of directors for the Chuck Jones Center for Creativity, a not for profit organization dedicated to teaching the young and young of heart to nurture the creative genius that exists in all of us. Ms. Cullen previously served on the board of directors of MOM Brands (2009-2015) and on the Advisory Board of 2x Consumer Product Growth Partners, L.P. (2007-2012). We believe Ms. Cullen’s extensive experience in the consumer-packaged goods industry and her management experience allows her to provide significant insight to our Board and makes her well-qualified to serve on our Board.
Hugh G. Dineen Independent Director		Mr. Dineen has served as a member of our Board of Directors since April 2021. Mr. Dineen currently serves as President of Global Brands and Global Chief Marketing Officer for Wella Company, a privately held global beauty products company, where he leads all growth functions inclusive of strategy, innovation, marketing, and customer education. From November 2015 until December 2020, Mr. Dineen served as the Senior Vice President and Chief Marketing Officer of MetLife US and of MetLife Global Investment Management (together, “MetLife”), a Fortune 100 insurance company, where he was responsible for leading all marketing efforts for over 50% of MetLife globally. He oversaw the building of a highly productive digital ecosystem and digital demand driving strategy for turning customer insights and data into predictable financial value. From December 2012 through October 2015, Mr. Dineen was the Global Vice President and Global Head of Beauty Categories for Avon, Inc, a Fortune 500 global beauty company. He held various senior management roles, including Vice President of Marketing, at Johnson & Johnson from 1997 through November 2012. Mr. Dineen sits on a strategic advisory board for Abbott Laboratories. We believe that Mr. Dineen’s strategic and digital marketing experience is of value to our Board and make him well-qualified to serve on our Board.

Ioannis Skoufalos

Independent Director

Mr. Skoufalos has served as a member of our Board of Directors since January 2020. From September 2021 to January 2022, he served as Chief Supply Chain Officer at BlueTriton Brands, Inc., a company that offers a portfolio of regional spring water and national purified water brands. From June 2011 to June 2019, he served as the Global Product Supply Officer of The Procter & Gamble Co., a global provider of consumer packaged goods, leading its Supply Network, which includes procurement, manufacturing, customer service and distribution, quality assurance, engineering and innovation program management. From July 2007 until June 2011, Mr. Skoufalos served as Vice President, Product Supply, Global Operations at The Procter & Gamble Co., and he served as The Procter & Gamble Co.’s Vice President, Project Supply, Global Home Care, Snacks, Coffee, Fragrances & Flavors from August 2004 through June 2007. Prior to these roles, he served in other roles of increasing responsibility in engineering and supply at Procter & Gamble after joining as a chemical engineer in 1984. Mr. Skoufalos served on the board of directors of Pinnacle Foods, Inc. from September 2016 to December 2018. He has been a member of the advisory board of Blume Global Inc. since September 2020 and has advised the CEO of Blue Yonder since March 2020 and now serves as a member of the advisory board of Blue Yonder (acquired in October 2021 by Panasonic Connect). He has also served on the board of directors of the National Association of Manufacturers, U.S.A. since 2012. We believe that Mr. Skoufalos’ extensive experience in the consumer packaged goods industry allows him to provide significant insight to our Board and makes him well-qualified to serve on our Board.

Craig D. Steeneck

Independent Director

Mr. Steeneck has served as a member of our Board of Directors since November 2016 and previously served as Lead Independent Director from January through December 2019. Mr. Steeneck has been a member of the board of directors of Freshpet, Inc. since November 2014, where he chairs the audit committee. Mr. Steeneck has been a member of the board of directors of Utz Brands, Inc. (formerly known as Collier Creek Holdings) since November 2018, of which he is the chairman of the audit committee and a member of the compensation committee. Mr. Steeneck served as a member of the board of directors of Kind Inc. from May 2019 to June 2020. Mr. Steeneck served as the Executive Vice President and Chief Financial Officer of Pinnacle Foods Inc. from July 2007 through October 2018, where he oversaw the company’s financial operations, treasury, tax, information technology, investor relations and corporate development and was an integral part of the integration team for several of its acquisitions. From June 2005 to July 2007, Mr. Steeneck served as Executive Vice President, Supply Chain Finance and IT of Pinnacle Foods Inc., helping to redesign the supply chain to generate savings and improved financial performance. From April 2003 to June 2005, Mr. Steeneck served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Cendant Timeshare Resort Group (now Wyndham Destinations, Inc.), playing key roles in the wide-scale organization of internal processes and staff management. From March 2001 to April 2003, Mr. Steeneck served as Executive Vice President and Chief Financial Officer of Resorts Condominiums International (now Wyndham Destinations, Inc.). From October 1999 to February 2001, he was the Chief Financial Officer of International Home Foods Inc. We believe that Mr. Steeneck’ s extensive management experience in the consumer packaged goods industry, as well as accounting and financial expertise, make him well-qualified to serve on our Board.


Name	Age	Director Since	Independent	Primary Occupation	Audit Comm.	Talent & Comp. Comm.	Nom. & Gov. Comm.

Jerry D. Kaminski	65	2016	Yes	EVP & COO of Land O’Lakes Inc.	—	—	—

Andrew P. Callahan	56	2018	No	President and CEO of Hostess Brands, Inc.	—	—	—

Olu Beck	55	2021	Yes	CEO of The Beck Group NJ LLC	X	—	—

Laurence Bodner	59	2016	Yes	CEO of Bulletproof 360, Inc.	X	X (Chair)	—

Gretchen R. Crist	54	2018	Yes	Chief People and Culture Officer of PetHonesty, LLC	—	X	X (Chair)

Rachel P. Cullen	63	2020	Yes	Owner of R. P. Cullen LLC	X	—	X

Hugh G. Dineen	53	2021	Yes	President of Global Brands and Global Chief Marketing Officer for Wella Company	—	—	X

Ioannis Skoufalos	64	2020	Yes	Former Global Product Supply Officer of The Procter & Gamble Co.	—	X	X

Craig D. Steeneck	64	2016	Yes	Former EVP & CFO of Pinnacle Foods Inc.	X (Chair)	—	—

Board Diversity

Our objective is to foster diversity of thought on our Board of Directors. To accomplish that objective, the Nominating and Governance Committee considers ethnic and gender diversity, as well as diversity in perspective, professional experience, education, skill, and other qualities in the context of the needs of our Board of Directors. Nominees will not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis prohibited by law. The Nominating and Governance Committee evaluates its effectiveness in achieving diversity on the Board of Directors through its annual review of board member composition.


		* Our director nominees include three female directors, one Black/African-American director, two directors born outside of the U.S., one first-generation American director, one director who self-identifies as LGBTQ+, and two military veterans. Certain directors are included in more than one of the listed categories.

Board Structure

Our Third Amended and Restated Certificate of Incorporation provides that each of our directors will serve for one-year terms, expiring at each annual meeting of stockholders.

Our Board of Directors has determined that Ms. Beck, Mr. Bodner, Ms. Crist, Ms. Cullen, Mr. Dineen, Mr. Kaminski, Mr. Skoufalos and Mr. Steeneck each qualify as an “independent director,” as defined in the corporate governance rules of Nasdaq. Mr. Callahan, our President and Chief Executive Officer, is not an “independent director”.

Board Leadership Structure

Our leadership structure separates the roles of Chairman of the Board and Chief Executive Officer. Mr. Kaminski has served as our Chairman since October 2020. Andrew P. Callahan has served as our President and Chief Executive Officer since May 2018. Our Board believes that separating these roles provides the appropriate balance between strategy development, flow of information between management and the Board of Directors, and oversight of management. As Chairman, Mr. Kaminski, among other responsibilities, presides over regularly scheduled meetings of the Board, serves as a liaison between the directors, and performs such additional duties as our Board of Directors may otherwise determine and delegate. By having Mr. Kaminski serve as Chairman of the Board, Mr. Callahan is better able to focus his attention on running our Company.

The Board’s Role in Risk Oversight

Although our management is primarily responsible for managing our risk exposure on a daily basis, our Board of Directors oversees the risk management processes. Our Board determines the appropriate level of risk for our Company, assesses the specific risks that we face, and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our Board administers this risk management oversight function, the Board has delegated to the Audit Committee oversight duties and addressing risks inherent in its areas of responsibility.

Board Participation

Our Board of Directors held 9 meetings and acted through written consent 10 times in 2021. During 2021, except as noted below, each of our directors attended at least 75% of the meetings of our Board of Directors and of the committees on which he or she serves or served (excluding, in the case of non-independent directors, any meetings solely of independent directors). Hugh G. Dineen was appointed to the Nominating and Governance Committee in August 2021 and was unable to attend one of the committee’s two meetings during the remainder of the year. We regularly schedule executive sessions in which independent directors meet without the presence or participation of management and non-independent directors.

We encourage our directors to attend each annual meeting of stockholders. All of our directors attended the 2021 Annual Meeting.

Board Committees

Our Board of Directors has the authority to appoint committees to perform certain oversight and other functions as directed by the Board. Our Board of Directors has an Audit Committee, a Talent and Compensation Committee, and a Nominating and Governance Committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the Board of Directors.

Audit Committee

Our Audit Committee provides oversight of our accounting and financial reporting process, the review and/or audit of our financial statements and our internal control function. The Audit Committee also monitors our overall hedging programs, including interest rate swaps and foreign currency forward contracts, and discusses our capital allocation strategies. Our Audit Committee has a written charter that sets forth its purpose and responsibilities, which include the following, among others:

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appointing, compensating, retaining and overseeing the independent auditor; determining the compensation and oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work;

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pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

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reviewing the qualifications and performance of the independent auditor and evaluating the independence of the independent auditor;

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reviewing and discussing with management and the auditors the annual audit plan and the information which is required to be reported by the independent auditor (including any critical auditing matters and resolution of disagreements between management and the independent auditor regarding financial reporting);

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reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures on a regular basis, including the responsibilities, budget, compensation and staffing of the Company’s internal audit function;

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reviewing and discussing with management and the auditors the Company’s accounting and internal control policies;

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discussing with management the Company’s major risk exposures, including risks related to cybersecurity, the process by which risks are assessed and managed, and the Company’s risk management policies;

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reviewing and discussing with management and the independent auditor the annual financial statements, and recommending to the Board whether the financial statements should be included in our Form 10-K and Form 10-Q;

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reviewing the type and presentation of information to be included in the Company’s earnings press releases and securities filings, as well as financial information and earnings guidance provided by the Company;

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discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

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reviewing and approving all related-party transactions; and

•

evaluating its performance and reporting the results to the Board.

While the Audit Committee has the responsibilities above, among others, it is not the duty of the Audit Committee (i) to plan or conduct audits, (ii) to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles or (iii) to design and implement internal controls and procedures to ensure the Company’s compliance with applicable accounting standards, laws, and regulations. This is the responsibility of management and the independent auditor.

Our Audit Committee has the authority to retain advisors as the committee deems appropriate. Our Audit Committee is currently comprised of Craig D. Steeneck, the chair of the committee, Olu Beck, Laurence Bodner and Rachel P. Cullen. All members of our Audit Committee qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership, and each member of the committee is financially literate. Each of Mr. Steeneck, Ms. Beck and Mr. Bodner is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our Audit Committee held 13 meetings during 2021.

Talent and Compensation Committee

Our Talent and Compensation Committee adopts, administers and reviews the compensation policies, plans and benefit programs for our executive officers and all other members of our executive team. Our Talent and Compensation Committee has a written charter that sets forth the Talent and Compensation Committee’s purpose and responsibilities, including the following, among others:

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reviewing key employee compensation goals, policies, plans and programs;

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evaluating the performance of our Chief Executive Officer and other executive officers;

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reviewing and approving the compensation of our Chief Executive Officer and other executive officers;

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reviewing and approving employment agreements, severance arrangements and other similar arrangements between us and our executive officers;

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overseeing talent management and succession planning with respect to our executive officers;

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overseeing the Company’s culture;

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periodically reviewing with management the Company’s policies and practices with respect to diversity and inclusion;

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evaluating director and employee compensation and considering the result of the most recent shareholder advisory vote on executive compensation;

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reviewing employee benefit plans and perquisites;

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administering our stock ownership guidelines, stock plans and other incentive compensation plans;

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preparing the Compensation Committee Report in accordance with the rules and regulations of the SEC;

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overseeing our regulatory compliance with respect to compensation matters; and

•

evaluating its performance and reporting the results to the Board.

Our Talent and Compensation Committee is currently comprised of Laurence Bodner, the chair of the committee, Gretchen R. Crist, and Ioannis Skoufalos. Mr. Bodner, Ms. Crist, and Mr. Skoufalos are independent directors according to the rules and regulations of the SEC and Nasdaq with respect to compensation committee membership.

Our Talent and Compensation Committee held 6 meetings and acted through written consent 2 times during 2021.

Our Talent and Compensation Committee has the authority to retain advisors as the committee deems appropriate. The Talent and Compensation Committee has engaged Mercer as its independent compensation consultant to assist the Talent and Compensation Committee with conducting a thorough review of our executive compensation practices, including a review of our historical compensation and related practices, an examination of relevant peer and industry practices and recommendations on how best to structure our performance-based and other compensation practices going forward.

Our Talent and Compensation Committee considered whether any conflicts of interest would arise due to its engagement of Mercer. The committee recognized that we paid Mercer $147,000 for executive compensation consulting services provided during 2021 and paid Mercer and its affiliates in 2021 532,561 for services rendered to us in their capacities other than relating to executive compensation. The decisions to use Mercer and its affiliates for these other services are made in the ordinary course of our business and are generally recommended by our business department heads with the approval of management. We view these engagements as unrelated to our Talent and Compensation Committee’s engagement of Mercer, and we do not require the Talent and Compensation Committee or our Board to review each use of Mercer or its affiliates for such purposes. The Talent and Compensation Committee also considered that the Mercer consultants providing services to the Talent and Compensation Committee do not benefit economically from the provision of the non-executive compensation services and work in a different office separate from the part of Mercer that provides the other services. The Talent and Compensation Committee reviewed and analyzed Mercer’s services to and compensation from us prior to its engagement and all other factors deemed relevant and required by SEC rules and concluded that the proposed engagement of Mercer by our Talent and Compensation Committee for executive compensation work did not raise a conflict of interest and that Mercer remained independent.

Nominating and Governance Committee

Our Nominating and Governance Committee is responsible for, among other things, making recommendations regarding Board nominations and corporate governance practices, including governance trends and Board meeting topics and meeting cadence. Our Nominating and Governance Committee has a written charter that sets forth the committee’s purpose and responsibilities, which include the following, among others:

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developing and annually assessing criteria and qualifications for membership on our Board and its committees;

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identifying, recruiting, evaluating and screening individuals qualified to become members of our Board and its committees, consistent with criteria approved by our Board;

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evaluating whether an incumbent director should be nominated for re-election to the Board as part of its selection process upon expiration of such director’s term;

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selecting, or recommending that the Board select, the director nominees;

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recommending to the Board director nominees to fill vacancies on the Board, as necessary;

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reviewing, assessing and recommending nominees for membership on, and chairmanship of, the various committees of the Board;

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implementing and overseeing compliance with our corporate governance policies;

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overseeing our corporate responsibility and ESG matters;

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reviewing and recommending to our Board any amendments to our organizational documents, committee charters and corporate governance policies; and

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developing and overseeing an orientation program for new directors and a continuing education program for current directors, periodically reviewing these programs and updating them as necessary; and

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overseeing the evaluation of the Board and its committees and making appropriate recommendations to improve performance.

Our Nominating and Governance Committee has the authority to retain advisors as the committee deems appropriate. Our Nominating and Governance Committee is currently comprised of Gretchen R. Crist, the chair of the committee, Rachel P. Cullen, Hugh G. Dineen and Ioannis Skoufalos.

Our Nominating and Governance Committee held 6 meetings during 2021.

Identifying and Evaluating Director Candidates

Our Nominating and Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors. Stockholders wishing to recommend director candidates for consideration by the Nominating and Governance Committee may do so by writing to the Company’s Secretary at 7905 Quivira Road, Lenexa, Kansas 66215, and giving the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee.

The evaluation process for director nominees who are recommended by our stockholders is the same as for any other nominee and is based on numerous factors that our Nominating and Governance Committee considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity reflecting ethnic background, gender and professional experience, and the extent to which the nominee would fill a present need on our Board of Directors.

Corporate Governance Guidelines

In 2021, our Nominating and Governance Committee recommended and our Board adopted Corporate Governance Guidelines to codify internal board policies, practices and procedures and assist the Board in fulfilling its responsibilities to stockholders. Our Corporate Governance Guidelines cover topics such as board member qualifications, board size, director orientation and continuing education, executive sessions, director change in responsibilities, service on other boards, board and committee evaluations, and succession planning.

Availability of Corporate Governance Information

Our Board of Directors has adopted charters for our Audit, Talent and Compensation, and Nominating and Governance Committees describing the authority and responsibilities delegated to the committee by our Board of Directors. Our Board of Directors has also adopted Corporate Governance Guidelines and a Code of Ethics that applies to all of our employees, including our executive officers, and our directors and those employees responsible for financial reporting. We post on our website, at www.hostessbrands.com under the “Investors” tab, the charters of our Audit, Talent and Compensation, and Nominating and Governance Committees and the Corporate Governance Guidelines and Code of Ethics referenced above. A copy of the Code of Ethics has been provided to each of our Executive Officers and members of our Board of Directors. We intend to disclose any amendments to our Code of Ethics, or any waivers of its requirements, on our website to the extent required by applicable SEC or Nasdaq rules. The inclusion of our website address in this proxy statement does not include or incorporate by reference the information on or accessible through our website into this proxy statement. These documents are also available in print to any stockholder requesting a copy in writing from our Secretary at 7905 Quivira Road, Lenexa, Kansas 66215.

Communications with our Board of Directors

Stockholders and other interested parties wishing to communicate with our Board of Directors or with an individual member of our Board of Directors may do so by writing to our Board of Directors or to the particular member of our Board of Directors and mailing the correspondence to our Secretary at 7905 Quivira Road, Lenexa, Kansas 66215. Our Board has instructed our Secretary not to forward communications that our Secretary deems unduly hostile, threatening, illegal or otherwise inappropriate (such as surveys, spam, junk mail, unsolicited resumes, service or product inquiries or complaints, solicitations or advertisements). Our Secretary will periodically provide our Board a summary of all communications (other than surveys, spam, etc.) that were not forwarded to the intended recipient(s) and will make those communications available to any director upon request.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

Our Nominating and Governance Committee has recommended, and the Board of Directors nominated:

•

Jerry D. Kaminski

•

Andrew P. Callahan

•

Olu Beck

•

Laurence Bodner

•

Gretchen R. Crist

•

Rachel P. Cullen

•

Hugh G. Dineen

•

Ioannis Skoufalos

•

Craig D. Steeneck

as nominees for election to our Board of Directors. Each nominee has consented to serve a term, if elected, concluding at the 2023 annual meeting of stockholders. Biographical information about each of our directors is contained in the section above.

Required Vote

The nine nominees receiving the highest number of affirmative “FOR” votes shall be elected as directors. Unless marked to the contrary, proxies received will be voted “FOR” each nominee.

Recommendation of the Board

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE ABOVE-NAMED NOMINEES.

DIRECTOR COMPENSATION

Our Board of Directors has approved a compensation policy for our non-management directors. Each of the non-management directors receives an annual cash retainer of $70,000. Mr. Kaminski receives an additional $90,000 annual cash retainer for his service as Chairman. The non-management directors also receive an annual equity award with a grant date value of $105,000 that vests annually at the annual stockholders meeting and reimbursement of expenses relating to attendance at Board and committee meetings. Each member of our Audit Committee receives an annual cash retainer of $10,000 for service on the committee and the chairperson of our Audit Committee receives an additional annual cash retainer of $10,000. Each member of our Talent and Compensation Committee receives an annual cash retainer of $7,500 for service on the committee and the chairperson of our Talent and Compensation Committee receives an additional annual cash retainer of $8,500. Each member of our Nominating and Governance Committee receives an annual cash retainer of $7,500 for service on the committee and the chairperson of our Nominating and Governance Committee receives an additional annual cash retainer of $6,000. All retainers are paid quarterly.

In June 2021, our Board of Directors made an annual award of 6,455 RSUs based upon a value of $105,000 divided by the average closing price of our Class A common stock over the 20-trading day period preceding the date of grant, rounded to the nearest share, to each of the non-management directors serving on the Board at that time. These RSUs will vest upon the first to occur of (i) the 2022 Annual Meeting, (ii) September 30, 2022, (iii) the death or disability of the director, or (iv) a change of control of the Company, in each case, subject to continued service until such vesting date, and shall be settled upon the director’s termination of Board service or if earlier, a change of control of the Company.

Mr. Callahan did not receive any additional compensation for his service on the Board of Directors. See the section of this proxy statement titled “Executive Compensation” below for a description of the compensation paid to Mr. Callahan.

Director Compensation Table

The following table sets forth a summary of the compensation paid to each person serving as a director of the Company for any part of 2021 for service in 2021, other than Mr. Callahan, whose compensation is disclosed elsewhere in this proxy statement.


Name	Fees Earned or Paid in Cash		Share Awards (1)		Option Awards		All Other Compensation		Total
Jerry D. Kaminski	$	160,000	$	104,506		-		-	$	264,506
Olu Beck		52,478		123,296		-		-		175,774
Laurence Bodner		96,000		104,506		-		-		200,506
Gretchen R. Crist		91,000		104,506		-		-		195,506
Rachel P. Cullen		87,500		104,506		-		-		192,006
Hugh G. Dineen		51,609		123,296		-		-		174,905
Ioannis Skoufalos		85,000		104,506		-		-		189,506
Craig D. Steeneck		90,000		104,506		-		-		194,506

(1)

Consists of an annual award of 6,455 RSUs at the closing price of $16.19 per share on the date of grant (June 30, 2021). The number of RSUs is based upon a value of $105,000 divided by the 20-trading day average closing price per share for the period preceding the date of grant rounded to the nearest share. For Ms. Beck and Mr. Dineen, also includes an award of 1,213 RSUs made at the time of their election to the Board at the closing price of $15.49 per share on the date of grant (April 28, 2021) that vested at the 2021 annual stockholders’ meeting. The number of RSUs was based upon a pro-rated value of the Board retainer divided by the 20-trading day average closing price per share for the period preceding the date of grant rounded to the nearest share.

The following table lists all outstanding unvested equity awards held by our current directors as of April 22, 2022, other than unvested equity awards held by Mr. Callahan, whose awards are disclosed elsewhere in this proxy statement.


Name	Date of Grant	Number of Shares of Stock That Have Not Vested (1)	Market Value of Shares of Stock That Have Not Vested (2)
Jerry D. Kaminski	June 30, 2021	6,455	$104,506
Olu Beck	June 30, 2021	6,455	104,506
Laurence Bodner	June 30, 2021	6,455	104,506
Gretchen R. Crist	June 30, 2021	6,455	104,506
Rachel P. Cullen	June 30, 2021	6,455	104,506
Hugh G. Dineen	June 30, 2021	6,455	104,506
Ioannis Skoufalos	June 30, 2021	6,455	104,506
Craig D. Steeneck	June 30, 2021	6,455	104,506

(1)

RSU awards will vest upon the first to occur of (i) the Annual Meeting, (ii) September 30, 2022, (iii) the death or disability of the director, or (iv) a change of control of the Company, in each case, subject to continued service until such vesting date and shall be settled upon the director’s termination of Board service, or if earlier, a change of control of the Company.

(2)

Number of shares at the closing price on the date of grant ($16.19). The number of shares is based upon a value of $105,000 divided by the 20-trading day average closing price per share for the period preceding the date of grant rounded to the nearest share.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of April 22, 2022:


Name	Age		Position
Andrew P. Callahan		56	Director, President and Chief Executive Officer
Michael J. Cramer		69	Executive Vice President, Chief Administrative Officer and Assistant Secretary
Michael J. Gernigin		43	Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer
Daniel J. O’Leary		48	Executive Vice President, Chief Growth Officer
Arist R. Mastorides		55	Executive Vice President and Chief Customer Officer
Darryl P. Riley		62	Senior Vice President of Quality, Food Safety and R&D
Jolyn J. Sebree		50	Senior Vice President, General Counsel and Secretary
Robert C. Weber		53	Senior Vice President, Chief People Officer

Andrew P. Callahan’s biography is set forth under the heading “Our Board” above. Mr. Callahan has served as our President and Chief Executive Officer since May 2018.

Michael J. Cramer. Mr. Cramer has served as our Executive Vice President, Chief Administrative Officer since the consummation of the Business Combination and serves in the same capacity at the Company’s subsidiaries. Mr. Cramer has served as Vice President at CDM Hostess Class C, LLC, Vice President at Hostess CDM Co-Invest, LLC, and Vice President at Fairmont Aviation LLC since April 2013, as a director of Gores Metropoulos, Inc. from January 2019 to December 2020, and as a director of Gores Metropoulos II since January 2021. From June 2010 through November 2014, he served as Senior Vice President and Director of Pabst Brewing Company. From July 2010 through August 2017, he served as Founding Director of the Texas Program in Sports and Media at the University of Texas at Austin and also was appointed as a Senior Lecturer. He continues to serve as a Senior Fellow in the Moody College of Communication at the University of Texas at Austin.

Michael J. Gernigin. Mr. Gernigin has served in his current position with the Company since November 2021 and serves in the same capacity at Hostess Brands, LLC. From September 2016 until November 2021, he was Senior Vice President and Corporate Controller. From September 2013 until September 2016, he served as Corporate Vice President, Controller at the former H.D. Smith Wholesale Drug Company, a pharmaceutical wholesaler, heading its core finance, accounting, treasury and tax functions. Prior to that, he served in various roles at KPMG LLP.

Daniel J. O’Leary. Mr. O’Leary has served as our Executive Vice President, Chief Growth Officer since May 2021 and serves in the same capacity at Hostess Brands, LLC. From February 2019 through April 2021, he was at Tyson Foods, serving first as Senior Vice President of the Hillshire Farm business unit, and then as of September 2019, as the Group General Manager of the Prepared Retail business, where he was responsible for P&L management of the following brands, among others: Jimmy Dean, Hillshire Farm, and Ball Park. From October 2014 through February 2019, he was Senior Vice President at Mizkan America with responsibility for marketing, consumer insights, R&D and key supply chain functions. From August 2004 through October 2014, Mr. O’Leary was at Kraft Foods in a variety of general management, marketing and sales roles.

Arist R. Mastorides. Mr. Mastorides has served as our Executive Vice President, Chief Customer Officer since January 2022 and serves in the same capacity at Hostess Brands, LLC. Prior to joining Hostess Brands, he was the President of the North America Family Care business of Kimberly-Clark Corp., a global personal care and tissue products company, from May 2019 through December 2021, where he was responsible for P&L management of the following brands: Cottonelle, Scott, Kleenex and Viva. Prior to that position, he held the following positions at Kimberly-Clark: Vice President/General Manager of the North America Infant Care

business (October 2018 through April 2019), Vice President/General Manager of North America Child Care business (January 2017 through September 2018) and Vice President/General Manager of the Global Walmart team (March 2012 through December 2016). From September 2011 through February 2012, Mr. Mastorides was the Senior Vice President of Direct Accounts for Diamond Foods. Prior to this, he served in a variety of marketing and sales roles at Kimberly-Clark. Mr. Mastorides currently serves on the Board of Directors and as the Treasurer of the Xavier Catholic Schools System.

Darryl P. Riley. Mr. Riley has served as our Senior Vice President of Quality, Food Safety and R&D since December 2016 and serves in the same capacity at Hostess Brands, LLC. From March 2016 through November 2016, Mr. Riley served as President of Total Food Safety Management, a quality and food safety consulting firm. Prior to this position he served as Vice President, R&D, Quality & Innovation at Kraft Foods Company from September 2013 to August 2015. From July 2004 through August 2013, he served as Vice President, Research, Quality & Technology at the Kellogg Company.

Jolyn J. Sebree. Ms. Sebree has served as our Senior Vice President, General Counsel and Secretary since the consummation of the Business Combination and serves in the same capacity at the Company’s subsidiaries. From March 2012 through April 2013, she served as Senior Vice President, Acting General Counsel and Corporate Secretary at Old Hostess and related entities. Prior to this role, she served as Vice President and Assistant General Counsel at Old Hostess and related entities from August 2011 to March 2012.

Robert C. Weber. Mr. Weber has served as our Senior Vice President, Chief People Officer since September 2019 (formerly Chief Human Resources Officer). He also serves in the same role at Hostess Brands, LLC. From October 2015 through September 2018, Mr. Weber served as Vice President of Human Resources for Sears Holding Company and from October 2018 through August 2019, he served as its Chief Human Resources Officer. Prior to his roles with Sears Holding Company, Mr. Weber worked for Groupon, Inc. as Senior Human Resources Director for North America from July 2013 through September 2014 and as Head of Global Talent Development from October 2014 through September 2015.

Each of our executive officers serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation strategy, philosophy, policies, programs and practices for our named executive officers (“NEOs”), who are identified in the table below with the positions they held in 2021. For purposes of this CD&A, the “Committee” refers to the Talent and Compensation Committee of our Board of Directors.

Named Executive Officers

The Company’s business is led by our senior executive team, which is comprised of individuals who have significant industry experience and leadership. We believe that our management team’s expertise in managing brands and operating packaged food businesses enables us to position the Company for future growth. In May 2021, Daniel J. O’Leary joined the Hostess team as EVP, Chief Growth Officer, with a core focus on enabling Hostess’ growth in existing channels and defining strategies to enable new opportunities. In November 2021, Brian T. Purcell resigned as our Executive Vice President and Chief Financial Officer, and the Board appointed Michael J. Gernigin, the Company’s Senior Vice President and Corporate Controller, as the Company’s Senior Vice President, Chief Accounting Officer, and as Interim Chief Financial Officer to act as the Company’s principal financial officer until a permanent successor to Mr. Purcell is named. In connection with Mr. Purcell’s resignation, the Board determined that it was in the best interests of the Company and its stockholders to enter into a separation agreement with Mr. Purcell setting out the terms of his resignation. Pursuant to the separation agreement, the Company agreed to provide Mr. Purcell with a severance payment equal to his then current annual base salary of $425,000, payable over one year in bi-weekly installments in accordance with the Company’s normal payroll practice; prorated vesting of Mr. Purcell’s 2020 and 2021 performance share unit awards; and a maximum of twelve-months of COBRA reimbursement towards certain health benefit coverage and provision of outplacement services. In connection with his resignation, Mr. Purcell forfeited all other unvested equity and his 2021 short-term incentive plan opportunity.

Our NEOs for 2021 were as follows:


Named Executive Officer		Executive Officer Position
Andrew P. Callahan		President and Chief Executive Officer
Michael J. Gernigin (1)		SVP, Chief Accounting Officer and Interim Chief Financial Officer
Daniel J. O’Leary (2)		EVP, Chief Growth Officer
Jolyn J. Sebree		SVP, General Counsel and Secretary
Michael J. Cramer		EVP, Chief Administrative Officer and Assistant Secretary
Brian T. Purcell (3)		Former EVP, Chief Financial Officer

(1)

Effective November 9, 2021, the Board appointed Mr. Gernigin to serve as Chief Accounting Officer and Interim Chief Financial Officer.

(2)

Mr. O’Leary joined the Company as our Executive Vice President and Chief Growth Officer in May 2021.

(3)

Mr. Purcell served as our Executive Vice President and Chief Financial Officer until November 9, 2021, when he resigned.

Selected 2021 Business Highlights

We delivered record financial performance in 2021, which we believe is a testament to the power of our brands, our advantaged business model and our team’s ability to execute in a dynamic environment. Broad-based growth across multiple sales channels was driven by our continued execution, increased marketing investments and strong new product innovation. 2021 presented a challenging operating environment due to rising inflation, the continued impact of the COVID-19 pandemic and supply chain challenges.

We navigated the challenges well. We successfully overcame the inflationary pressures and maintained our margins through a combination of productivity initiatives and higher price realization. In addition, we continued sound financial discipline and continued our focus on our pandemic priorities of (1) keeping our employees, their families and the communities in which we operate safe, (2) serving our customers and consumers, and (3) staying nimble and informed.

Executive Summary of 2021 Compensation

The Company’s 2021 short-term incentive plan (“STI Plan”) measures a combination of adjusted revenue, adjusted EBITDA, and strategic measures (where funding is contingent upon achievement of a threshold level of adjusted EBITDA). With the strong adjusted revenue and adjusted EBITDA growth achieved in 2021, the Company’s results exceeded target performance levels. As such, bonus payments to our NEOs were 155.52% of target.

In 2021, the Company continued its approach of providing annual equity grants to its NEOs. However, based on stockholder feedback, the 2021 awards were adjusted to better align with stockholder value creation and continue the focus on performance. The 2021 awards to the NEOs consisted of an intended equity mix of performance share units (“PSUs”) (50% weighting by intended grant value, up from 40% in the prior year) and RSUs (50% weighting by intended grant value, up from 30% in the prior year)⁽¹⁾. Non-qualified stock options were eliminated from the 2021 awards. The PSUs continue to measure the Company’s 3-year relative total stockholder return (“TSR”) against companies in the S&P 1500 Packaged Foods & Meats sector. This index reflects the industry dynamics in which the Company operates and assesses the ability of the management team to deliver stockholder value at or above market levels in order to earn target or greater payouts. The PSUs were modified in 2021 to require positive TSR for any payout above target and the percentile rank for maximum payout was increased from 75% to 80%. The RSUs vest ratably on an annual basis over a 3-year period and are intended to align the interests of the NEOs with those of stockholders and provide an incentive to grow the absolute stock price.

The Company continues to focus on a pay for performance culture, and this is reflected in the target pay mix for our NEOs, as well as the structure of our incentive programs. For 2021, 80% of the CEO’s target pay was at risk and over 50% required performance against explicit financial and stockholder objectives to achieve payouts. Our philosophy is to establish rigorous performance expectations, where exceeding the targeted net revenue and adjusted EBITDA goals, as achieved in 2021, will result in above target bonus payouts.

Pay Philosophy

Our pay philosophy has been established to allow us to attract and retain talented senior leaders that can drive business success and create stockholder value. Key aspects of the pay strategy are to:

•

Target an overall compensation level that is competitive in the market (the long-term intent is generally to pay NEO compensation approximating at or above market median for target pay);

•

Emphasize pay for performance with clear objectives and strong alignment between results and pay delivered;

•

For senior executives, provide a significant focus on long-term performance achievement that is aligned with stockholder outcomes; and

•

Administer all compensation programs in a manner that is consistent and without bias.

The Committee reviews management pay on a total compensation basis with a stronger focus on pay for performance and creation of stockholder value for members of senior management.

⁽¹⁾	Actual 2021 equity grant values will not fully reflect intended grant value as the Company made a supplemental RSU grant in 2021 to correct an administrative issue with the 2020 grants.

Performance-Based Compensation Mix

We have four elements of total compensation:

Base salary

Short-term incentives

Long-term equity incentives

Benefits (including retirement programs)

The charts below demonstrate our at-risk pay mix. Based on our targeted compensation (including target grant date value of equity awards⁽¹⁾ and target annual bonus amounts), 80% of Mr. Callahan’s annual compensation and an average of 63% of the annual compensation for the other NEOs⁽²⁾ is at risk, with either direct performance hurdles required for delivering payouts or award value fluctuating based on stock price. The charts below also demonstrate the mix of performance-based compensation (PSUs and cash bonuses) and non-performance-based compensation (base salary and RSUs) of Mr. Callahan and our other NEOs for 2021. In 2021, 51% of the CEO’s target compensation is performance-based, as is 43% of target compensation for the other NEOs.

LOGO

⁽¹⁾

Target grant date value is the share price at grant times the target number of PSUs and RSUs. Note that these values differ from the Summary Compensation Table values as (a) the assessed grant date value of the PSUs differs based upon expected probability of achievement under FASB ASC Topic 718 at the time of the valuation and (b) supplemental RSUs were granted to the NEOs in 2021 (and reflected in the summary compensation table) to correct an administrative issue with the 2020 grants, which are not reflected in these charts.

⁽²⁾

Mr. Purcell’s target annual compensation is included in the other NEO’s total compensation mix, whereas values for salary and bonus in the Summary Compensation Table reflect actual values paid during his time in the role. Mr. Gernigin’s values are not included as he was not an NEO at the beginning of 2021 when target compensation awards were originally established (prior to role changes). Mr. O’Leary’s target RSU value does not include his new hire grant of 19,305 RSUs as those are not representative of his “target” ongoing compensation.

Engagement with Stockholders and Advisory Vote on Executive Compensation

We maintain ongoing contact with our stockholders. In 2021, we met directly with stockholders holding over 60% of our outstanding shares. Executive compensation was one of many topics discussed. In addition, the overall program design has been publicly disclosed to ensure that stockholders are aware of the approach being taken to motivate and reward our management team in a way that provides strong pay and performance alignment.

In our 2021 say-on-pay vote, approximately 96% of our voting stockholders voted to approve our compensation programs. In 2020, we received some feedback that our long-term incentive plan could be enhanced by having a greater emphasis on performance-based awards and ensuring that the PSU design encouraged absolute TSR growth. Accordingly, our 2021 long-term incentive grant structure was refined as outlined below. Based upon the strong level of stockholder support in 2021 and the positive feedback we received from our stockholder engagement, the Committee generally maintained the 2021 compensation program structure in 2022, though the Committee implemented one change to enhance stockholder value creation alignment by measuring Free Cash Flow (FCF) in our short-term incentive plan. Going forward, we will continue to engage with stockholders and incorporate feedback as appropriate.

2021 Pay Program Changes

Based on feedback from stockholders, the Committee made select changes to its 2021 equity grant program. Key refinements include:

•

Shifting NEO grants to be 50% intended grant value in PSUs and 50% intended grant value in RSUs⁽¹⁾ (vs. 40% PSUs, 30% RSUs and 30% non-qualified stock options in the prior design)

•

Requiring that the Company have positive 3-year TSR to receive PSU payout above the target level

•

Requiring 80th percentile positioning vs. peers to receive a maximum PSU payout (vs. 75th percentile in the prior design)

⁽¹⁾	Actual 2021 equity grant values will not fully reflect intended grant value as the Company made a supplemental RSU grant in 2021 to correct an administrative issue with the 2020 grants.

Pay Program Design and Practices

The Committee oversees the design and administration of our compensation program and evaluates it against competitive practices, legal a

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SEC Form DEF 14A filed by Hostess Brands Inc.