April 27, 2023

Dear Hostess Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Hostess Brands, Inc., which will be held online, on June 6, 2023, at 8:00 a.m. central time. Due to the increased participation we have seen from our stockholders in recent years with the use of virtual meetings, we will hold our 2023 Annual Meeting of Stockholders virtually. 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 2024 Annual Meeting of Stockholders; (2) approve a non-binding advisory resolution to approve the compensation paid to our named executive officers for 2022 (commonly referred to as “say-on-pay”); and (3) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023.

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 27, 2023, we mailed to our stockholders a notice (“Notice”) that contains instructions on how to access our 2023 proxy statement and 2022 annual report and vote online. However, if you would prefer to receive paper copies of these Proxy Materials and 2022 annual report, 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,

Andrew P. Callahan

President and Chief Executive Officer

HOSTESS BRANDS, INC.

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Jolyn J. Sebree

General Counsel and Secretary

This proxy statement and proxy are being made available to stockholders on or about April 27, 2023.

TABLE OF CONTENTS

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HOSTESS BRANDS, INC.

7905 Quivira Road

Lenexa, Kansas 66215

2023 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 2023 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 6, 2023, at 8:00 a.m. central time. Due to the increased participation, we have seen from our stockholders in recent years with the use of virtual meetings, the Company will hold the Annual Meeting in a virtual only format at 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 sending a paper copy of our proxy statement and our 2022 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 statement and our 2022 Annual Report. We believe this process will allow us to provide our stockholders the information they need in a timelier manner, while reducing the environmental impact and lowering our costs of printing and delivering the Proxy Materials.

The Notice of Proxy Materials are being first sent on or about April 27, 2023, to all stockholders entitled to vote at the meeting.

Record Date

Stockholders of record at the close of business on April 21, 2023, 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 132,891,124 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.

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Votes Required for Each Proposal

Assuming a quorum is present, directors shall be elected by a plurality of the votes cast by the stockholders 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) the advisory vote on the compensation of our named executive officers for 2022 (commonly referred to as a “say-on-pay” proposal) and (ii) the proposal to ratify KPMG LLP as the independent registered public accounting firm of our Company for the year ending December 31, 2023, shall each be decided by the affirmative vote of a majority of the votes cast by the stockholders 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.

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”) and the say-on-pay proposal (“Proposal 2”) are matters considered non-routine under applicable rules. Therefore, a broker, bank, or other nominee cannot vote without your instructions on Proposals 1 and 2; as a result, there may be broker non-votes on Proposals 1 and 2. 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.

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The ratification of appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023 (“Proposal 3”) 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 3.

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. The say-on-pay vote requires an affirmative vote of a majority of votes cast. Neither broker non-votes nor abstentions in the say-on-pay vote will have any effect thereon. The ratification of appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023, requires an affirmative vote of a majority of votes cast. Abstentions will not have any effect on the vote for the ratification of appointment of KPMG LLP as our independent registered public accounting firm.

Our Board’s Recommendation for Each Proposal

Our Board of Directors recommends that you vote your shares:

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

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/2023. All stockholders participating online will be in listen-only mode but will have an opportunity to submit questions and vote.

Record 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 record 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.

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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 Annual Meeting.

Continental Stock Transfer’s contact information is as follows:

Telephone number: 917-262-2373

Email address: proxy@continentalstock.com

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 Annual Meeting online and voting at the Annual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically 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 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

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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, 2022 as filed with the SEC on February 21, 2023. 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 2022 Annual Report to Stockholders are also available at: https://www.cstproxy.com/hostessbrands/2023.

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 2022 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., an entity that wholly owns Hostess Brands, LLC, the manufacturer of Hostess^® branded products, and its related entities.

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.

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Company Culture and ESG/Corporate Responsibility

At the Company, we have a clear mission: “We inspire moments of joy by putting our heart into everything we do.” We are dedicated to carrying out our mission in a responsible manner through our values of people, tenacity, nimbleness, inclusivity, integrity and quality. Our employees shape our culture through their behaviors of commitment, creativity, collaboration, positive energy and ownership.

Our values and behaviors influence our environmental, social and governance (“ESG”) priorities and initiatives that focus on our four new pillars of:

We have made progress across our ESG initiatives, including, among others, DEI&B, workplace safety, food safety and quality, and reductions in normalized water usage, greenhouse gas emissions and energy usage per metric ton of product produced. We also have approached ESG thoughtfully by working with the Board and external experts to analyze stakeholder priorities, regulatory requirements and publicly available data, as well as conduct a continued review of standards and guidance. As described further below, our Nominating and Governance Committee oversees the Company’s ESG efforts. Ultimately, however, we aim to connect our ESG priorities from the board room to the bakery floor, and the ESG initiatives reviewed with the Board and the Nominating and Governance Committee are put into action through the work of our cross-functional ESG team, and the Company’s senior leadership team, including the CEO, who work together on these objectives on a daily basis and to integrate ESG into our business and commercial processes.

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, along with providing competitive wages for our employees. We offer opportunities for employees to volunteer and make donations to local organizations, and we make financial contributions and donate products to nonprofit organizations. In 2022, we entered into a national partnership with the National Alliance on Mental Illness (NAMI), focusing our efforts on becoming a StigmaFree workplace and supporting NAMI’s grassroots efforts to improve mental health resources in local communities where we operate.

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 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 choose, any Code of Ethics or other policy violations or concerns, and we promptly investigate any such matters.

Our Talent and Compensation Committee oversees the Company’s culture and diversity initiatives and programs, in addition to our compensation and benefits offerings.

DEI&B

We believe promoting diversity and inclusion in our workforce fosters a culture of collaboration, creativity, and innovation. We are an equal opportunity employer committed to making employment decisions

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without regard to age, race, gender, religion, sex, sexual orientation, disability, union affiliation, protected veteran status, or other characteristic protected by law. Moreover, we are committed to nondiscriminatory practices, providing equal access and opportunity for all and creating an inclusive environment. The Company has initiatives including workshops and other educational activities, employee surveys and trainings aimed at fostering this environment. We also have introduced two employee resource groups (ERGs), a Veteran’s ERG and a Women’s ERG, with a young professionals ERG to be introduced in 2023. Through the ERGs, individuals come together to provide support and foster career development. We believe that commitment to DEI&B must be consistent throughout our organization, and we have a diverse Board and leadership team in furtherance of that belief.

We respect our employees’ 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 and Safety and Products

We endeavor to be a company of people with positive energy providing a safe and respectful work environment and quality products, as well as be a good corporate citizen committed to protecting our people and accelerating growth in a responsible way.

Employee health and safety is a top priority and has an impact on the Company’s financial success. Thanks to our continued focus on safety, our Total Recordable Injury Rate and Lost Time Incidence Rate are each better than industry benchmarks.

In addition, the quality of our products remains a top priority. Each of our operating facilities has in place a food safety plan that is reassessed annually and has Global Food Safety Initiative (GFSI) benchmarked certifications. We focus every day on continuing to provide the products consumers have come to know and love at the high-quality they have come to expect. We offer zero sugar products under our Voortman^® brand and individually portioned products under the Hostess^® and Voortman^® brands. We also are actively expanding our portfolio to include new products without high fructose corn syrup, artificial flavors, and artificial colors and have signed the pledge under the Children’s Food and Beverage Advertising Initiative (CFBAI) pertaining to the marketing of foods to children under the age of 13.

Environmental Impact

The Company has committed to developing a Climate Action Plan and has taken steps to improve its environmental footprint. Specifically, we have reduced normalized water usage, greenhouse gas emissions, and energy usage over the last few years. In addition, the Company is in the process of building a sustainability-first facility in Arkadelphia, Arkansas, which will be our greenest facility.

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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.

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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

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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, color, disability, gender, national origin, sexual orientation, religion or creed, 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.

In addition to the diversity noted in the table on page 14, our director nominees also include two directors born outside of the U.S., one first-generation American director, and two military veterans. Certain directors are included in more than one of the listed categories.

Board Skills Matrix

The following skills matrix should be read in conjunction with the biographies of our nominees above. The skills matrix and biographies contain information regarding each person’s qualifications, experience, self-identification, other director positions held currently or at any time during at least the last 5 years. We believe that each nominee possesses the core competencies that are expected of all of our directors, including integrity, sound business judgment, and the ability and willingness to represent the long-term interests of our stockholders.

Board Nominations and Refreshment Process

In considering director nominees for election by the stockholders and in appointing directors to fill vacancies on the Board, the Board considers the recommendation of the Nominating and Governance Committee. In evaluating director candidates, the Nominating and Governance Committee and the Board consider the following criteria as well as any other factors that they deem relevant to contribute to the development and expansion of the Board’s knowledge and capabilities, as stated in the Company’s Corporate Governance Guidelines:

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Each current director annually completes a Board evaluation, an evaluation of each committee on which he or she sits and individual evaluations for each director, and each independent director completes a self-evaluation. The Nominating and Governance Committee then uses the evaluations, feedback from stockholder engagement during the prior year and any identified Company needs to detect any skills or knowledge gaps in the current Board. If the Nominating and Governance Committee believes that there is a skill or knowledge area the Board is lacking, it will develop a plan of action to fill the gap, which may include training or education opportunities for current directors or identifying potential candidates with the relevant knowledge or experience.

As more fully described in our Corporate Governance Guidelines, while the Company does not have a formal retirement age or term limits, the Nominating and Governance Committee considers such factors during it is annual evaluation of director nominees.

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 Olu Beck, Larry Bodner, Gretchen Crist, Rachel Cullen, Hugh Dineen, Jerry Kaminski, Ioannis Skoufalos and Craig Steeneck each qualify as an “independent director,” as defined in the corporate governance rules of Nasdaq. Andy Callahan, our President and Chief Executive Officer, is not an “independent director.”

Board Leadership Structure

Our leadership structure separates the roles of Chair of the Board and Chief Executive Officer. Jerry Kaminski has served as our Board Chair since October 2020. Andy 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 Chair, Jerry 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 Jerry Kaminski serve as Board Chair, Andy 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 various committees the oversight duties and to address risks inherent in its areas of responsibility. Each of the Board’s standing committees play a role in this oversight. The Audit Committee oversees the financial statement audit, enterprise risk management, cybersecurity and information technology, Code of Ethics and whistleblower activity. The Talent and Compensation Committee oversees

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executive and senior management compensation, culture, DEI&B, and succession planning. The Nominating and Governance Committee oversees the Company’s ESG efforts, governance issues, board member recruitment, and director orientation and education.

Board Participation

Our Board of Directors held 4 meetings and acted through written consent 4 times in 2022. During 2022, 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). 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 2022 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. Our Audit Committee has a written charter that sets forth its purpose and responsibilities, which include the following, among others:

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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 Olu Beck, the chair of the committee, Craig D. Steeneck, Laurence Bodner and Rachel P. Cullen. Craig Steeneck served as chair of the Audit Committee until June 2022 when Olu Beck was appointed chair. 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 Olu Beck, Larry Bodner, and Craig Steeneck is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our Audit Committee held 9 meetings and acted through written consent 1 time during 2022.

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

Our Talent and Compensation Committee held 5 meetings and acted through written consent 6 times during 2022.

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 $193,500 for executive compensation consulting services provided during 2022 and paid Mercer and its affiliates in 2022 $632,447 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

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trends, and overseeing ESG matters. Our Nominating and Governance Committee has a written charter that sets forth the committee’s purpose and responsibilities, which include the following, among others:

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 5 meetings and acted through written consent 1 time during 2022.

Identifying and Evaluating Director Candidates by Stockholders

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

We maintain Corporate Governance Guidelines setting out internal board policies, practices and procedures and assist the Board in fulfilling its responsibilities to stockholders. Our Corporate Governance

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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 Audit, Talent and Compensation, and Nominating and Governance Committees operate under charters adopted by the Board that describe the authority and responsibilities delegated to the committee by our Board of Directors. Our Board of Directors has also adopted 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, the Corporate Governance Guidelines and the 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.

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PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

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

as nominees for election to our Board of Directors. Each nominee has consented to serve a term, if elected, concluding at the 2024 annual meeting of stockholders. Biographical information about each of our directors is contained in the section above.

Required Vote

The 9 nominees receiving the highest number of affirmative “FOR” votes cast by the stockholders present in person (virtually) or represented by proxy at the meeting and entitled to vote 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.

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DIRECTOR COMPENSATION

Our Board of Directors has approved a compensation policy for our non-management directors. In 2022, each of the non-management directors received an annual cash retainer of $70,000 and Jerry Kaminski received an additional $90,000 annual cash retainer for his service as Chair. Beginning January 1, 2023, based on a review of market data, the non-management director retainer was increased to $80,000 and the Chair retainer was increased to $100,000. In 2022, the non-management directors also received an annual equity award with a grant date value of $105,000 that will vest at the 2023 annual stockholders meeting. Beginning in 2023, the non-management directors will receive an equity award with a grant date value of $135,000. The non-management directors also receive reimbursement of expenses relating to attendance at Board meetings and committee members receive retainers. Each member of our Audit Committee receives an annual cash retainer of $10,000 for service on the committee and the chair 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 chair 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 chair of our Nominating and Governance Committee receives an additional annual cash retainer of $6,000. All retainers are paid quarterly.

In June 2022, our Board of Directors made an annual award of 4,900 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 2023 Annual Meeting, (ii) September 8, 2023, (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 will be settled upon the director’s termination of Board service or if earlier, a change of control of the Company.

Andy 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 him.

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 service in 2022, other than Andy Callahan, whose compensation is disclosed elsewhere in this proxy statement.

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The following table lists all outstanding unvested equity awards held by our current directors as of April 21, 2023, other than unvested equity awards held by Andy Callahan, whose awards are disclosed elsewhere in this proxy statement.

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EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of April 21, 2023:

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

Travis E. Leonard.    Travis Leonard has served as our Executive Vice President, Chief Financial Officer since May 2022, and he serves in the same capacity at our subsidiaries. Prior to joining the Company, he served as Senior Vice President and CFO of the medical segment at Cardinal Health Inc., a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities, from May 2021 until May 2022. He joined Cardinal Health in April 2018 as Senior Vice President, Corporate Treasurer and served in that role until February 2020 when he moved to the position of Senior Vice President Global FP&A where he served until May 2021. Prior to these positions, he served in finance and corporate audit roles at Cargill, Incorporated from August 2011 until April 2018. Earlier in his career, he spent nearly 14 years in various finance roles of increasing responsibility across multiple businesses at Kraft Foods.

Arist R. Mastorides.    Arist Mastorides has served as our Executive Vice President, Chief Customer Officer since January 2022, and he 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, Arist 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. Arist currently serves on the Board of Directors and Executive Committee of the Xavier Catholic Schools System.

Daniel J O’Leary.    Dan O’Leary has served as our Executive Vice President, Chief Growth Officer since May 2021, and he serves in this same capacity at certain of our subsidiaries. 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 at Mizkan America, first as Vice President of Marketing from October 2014 to July 2017, and then as Senior Vice President with responsibility for marketing, consumer insights, R&D and key supply chain functions. From August 2004 through October 2014, Dan was at Kraft Foods in a variety of general management, marketing and sales roles.

Adrian A. Poretti.    Adrian Poretti has served as our Senior Vice President, Chief Supply Chain Officer since September 2022. He also serves in this same capacity at certain of our subsidiaries. Prior to joining the

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Company, he served in multiple leadership roles over a nearly 30-year career with Kimberly-Clark Corp., a global personal care and tissue products company. Most recently, from May 2021 until September 2022, he served as Vice President, Global Supply Chain Capabilities at Kimberly-Clark. Prior to that position, he held the following positions at Kimberly-Clark: Vice President, Supply Chain North America (March 2018 until May 2021), Vice President, Global Manufacturing (October 2015 until March 2018) and Vice President, North America BCC Product Supply (October 2012 until October 2015).

Darryl R Riley.    Darryl Riley has served as our Senior Vice President, Chief Sustainability Officer since July 2022, and he serves in the same capacity at Hostess Brands, LLC. From December 2016 through June 2022, he served as our Senior Vice President of Quality, Food Safety and R&D. From March 2016 through November 2016, Darryl 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.    Jolyn 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 the former Hostess Brands, Inc. and related entities. Prior to this role, she served as Vice President and Assistant General Counsel at the former Hostess Brands, Inc. and related entities from August 2011 to March 2012.

Robert C. Weber.    Rob Weber has served as our Senior Vice President, Chief People Officer since September 2019 (formerly Chief Human Resources Officer). He also serves in this same capacity at certain of our subsidiaries. From October 2015 through September 2018, Rob 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, he 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.

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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 2022. 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. During 2022, we expanded our leadership team capabilities by bringing on three individuals with extensive industry expertise and track records of creating successful business results. The first was the addition of Arist Mastorides in January 2022 as our Chief Customer Officer. Arist brings over 30 years of consumer-packaged goods experience and is responsible for driving sales through continued acceleration of the Company’s customer and shopper-based capabilities while partnering with internal functions to deliver the Company’s strategic growth plans. Travis Leonard joined the Company as Executive Vice President and Chief Financial Officer in May 2022. Travis brings over 20 years of experience in strategic financial roles at leading packaged foods firms. Adrian Poretti joined the Company in September 2022 as Chief Supply Chain Officer. Adrian brings nearly 30 years of consumer-packaged goods experience and is responsible for all operations and functions within supply chain, including supply planning, procurement, manufacturing and logistics.

Our NEOs for 2022 were as follows:

Selected 2022 Business Highlights

We continued to deliver record financial performance in 2022, which we believe reflects the power of our portfolio of brands, the impact of our innovation targeting growing snacking occasions, the resiliency of our operating model and the agility of our talented team. Successful pricing actions, innovation, productivity initiatives, and continued strong execution against prior acquisitions enabled us to offset elevated inflation and deliver double-digit adjusted EBITDA⁽¹⁾ growth in a volatile environment.

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In 2022, we continued to face a complex set of challenges with ongoing supply chain issues, constrained talent markets, and significant inflationary pressures. We stayed nimble throughout, enabling us to deliver on targeted pricing actions and productivity initiatives that supported growth in gross profit. In this environment, adjusted EBITDA margins declined somewhat, though overall adjusted EBITDA achieved double digit growth. We believe that our continuous focus on our core values of People, Nimbleness, Integrity, Tenacity, Inclusivity, and Quality serves as the foundation for ongoing business success in the challenging 2022 operating environment and will be sustained going forward.

Executive Summary of 2022 Compensation

Components of executive compensation are summarized in more detail in the 2022 Compensation Program Overview section below but include base pay, short-term incentive plan, long-term incentive plan, and benefits.

The Company’s short-term incentive plan (“STI Plan”) allocates bonus dollars based on achievement of net revenue (35%), adjusted EBITDA (35%), and new for 2022, free cash flow (“FCF”) (10%) targets, as well as achievement of strategic metrics (20%). Funding of the STI Plan is based on net revenue and adjusted EBITDA and is contingent upon achievement of a threshold level of adjusted EBITDA. With the strength of net revenue, adjusted EBITDA and FCF achieved in 2022, the Company’s results exceeded target performance levels. As such, bonus payments to our NEOs were 180.2% of target.

In 2022, the Company continued its approach of providing annual equity grants to its NEOs, with no significant structural changes to the awards provided. The 2022 awards are intended to align with stockholder value creation and provide a focus on sustained strong performance. The 2022 awards to the NEOs consisted of an intended equity mix of performance share units (“PSUs”) (50% weighting by intended grant value) and restricted stock units (“RSUs”) (50% weighting by intended grant date value⁽¹⁾). 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 index. 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 to earn target payouts or, with a positive absolute TSR, greater than target payouts. 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 2022, 83% 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 2022, 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:

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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.

Performance-Based Compensation Mix

We have four elements of total compensation:

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), 83% of Andy Callahan’s annual compensation and an average of 67% 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 Andy Callahan and our other NEOs for 2022. In 2022, 51% of the CEO’s target compensation is performance-based, as is 45% of target compensation for the other NEOs.

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Engagement with Stockholders and Advisory Vote on Executive Compensation

We maintain ongoing contact with our stockholders. In 2022, we met directly with stockholders holding over 75% 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 2022 say-on-pay vote, approximately 94% of our voting stockholders voted to approve our compensation programs. In 2021, we did not receive material feedback on the structure and elements of our compensation programs. Going forward, we will continue to engage with stockholders and incorporate feedback as appropriate.

Based on our success in being able to attract and retain a strong leadership team with the existing pay structures, and our belief that our approach provides strong alignment between pay and performance, we elected to generally maintain the core pay structure in 2022 with one exception. For 2022, the Committee added FCF as a metric to our short-term incentive plan to ensure a continued focus on cash flow, which enables the execution of strategic objectives and return of capital to stockholders, and reduced weighting for net revenue and adjusted EBITDA.

2022 Pay Program Changes

As noted above, based on an internal review of pay programs and key business objectives, the Committee made limited changes to the 2022 short-term incentive program. Key refinements include:

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Pay Program Design and Practices

The Committee oversees the design and administration of our compensation program and evaluates it against competitive practices, legal and regulatory developments and corporate governance trends. The Committee has incorporated the following leading governance features into our compensation program:

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2022 Compensation Program Overview

We provide a market-competitive mix of base salary, cash incentives and equity incentives with a pay for performance focus to align compensation with results for our stockholders. We review target total pay relative to market median and determine individual pay based on experience and performance and special circumstances as appropriate. The following table describes our 2022 pay program for our NEOs, including the purpose of each element.

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Peer Group and Benchmarking

For 2022 benchmarking, the Committee reviewed executive compensation at a peer group of firms in similar business sectors, notably packaged foods and beverages. As a firm with historically strong profit margins relative to others in the sector, we focused on adjusted EBITDA as the primary selection criteria, though we also considered factors such as revenue, assets, and market capitalization as additional considerations in selecting peer firms. The peers are reviewed and selected annually by the Committee based on a number of factors. Our 2022 peer group is comprised of the 13 companies listed below and is unchanged from 2021. The pay levels and award practices of these firms were considered as inputs when establishing compensation programs for our NEOs in 2022.

B&G Foods Inc.

The Boston Beer Company, Inc.

Cal-Maine Foods Inc.

Calavo Growers Inc.

Farmer Bros. Co.

Flowers Foods Inc.

The Hain Celestial Group, Inc.

J&J Snack Foods Corp.

John B Sanfilippo & Son, Inc.

Lancaster Colony Corp.

National Beverage Corp.

The Simply Good Foods Company

Tootsie Roll Industries Inc.

For 2023 benchmarking, the Committee expanded its review of potential peers based on recognition that (1) several relevant companies had gone public in recent years, (2) our talent market extends beyond the pure packaged food market, and (3) there are a limited number of companies that fit our exact profile in the packaged food space. To that end, a broader peer group scan included a range of considerations, such as:

The review resulted in several changes to the peer set used for 2023 compensation benchmarking, with the refined 15-company peer group listed below:

Bellring Brands, Inc.*

B&G Foods Inc.

The Boston Beer Company, Inc.

Edgewell Personal Care Company*

Energizer Holdings, Inc.*

Flowers Foods Inc.

The Hain Celestial Group, Inc.

J&J Snack Foods Corp.

Lancaster Colony Corp.

National Beverage Corp.

Reynolds Consumer Products, Inc.*

The Simply Good Foods Company

Sovos Brands, Inc.*

Treehouse Foods, Inc.*

Utz Brands, Inc.*

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Base Salary

We target market median for base salary positioning. However, additional factors such as prior compensation levels, contributions to Company results, specific competitive needs and experience may also be considered in establishing salary levels. Each year, the Committee conducts a review of compensation practices and competitive positioning of executives against our benchmark peers with the assistance of its consultant, Mercer. For 2022, as a result of this review, the Committee made limited adjustments to executive salaries as reflected in the table below. Andy Callahan received a larger increase that reflected market pay movement for peer companies and also recognized his leadership in enabling the Company to navigate very challenging recent business environments and still deliver strong financial and stockholder results. Jolyn Sebree also received a larger increase to provide better alignment with market for her role. Dan O’Leary received an increase in 2022 consistent with our broader merit increase program, and Mike Gernigin received an increase in conjunction with his promotion in late 2021 and did not receive a follow-on increase in 2022. Base salary levels for Travis Leonard and Arist Mastorides were established relative to market pay levels for the role and in consideration of the expected contributions to the Company going forward.

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Short-Term Incentive Plan

We established the STI Plan with the intent to focus our senior leadership on driving business results that will lead to stockholder value creation. No incentive is payable in the event the threshold adjusted EBITDA performance level is not achieved. For 2022, we set goals across four key metrics which we believe support stockholder value growth. FCF was added as an explicit metric in 2022 based on its importance in internal decision-making. With the addition of FCF, the weightings for adjusted EBITDA and net revenue were both reduced by 5% (from 40% to 35%). Metrics and weighting in the 2022 plan include:

Upon attainment of threshold adjusted EBITDA (93% of target), which was achieved in 2022, we pay based on achievement of each individual metric. Target achievement for all four metrics results in 100% of the target payout. For net revenue and FCF, performance below 93% of the target achievement level represents 0% payment for that particular metric. At 93% achievement of target for the three financial metrics (adjusted EBITDA, net revenue, FCF), bonus payouts are 40% of target for each metric, with gradually increasing payouts for performance between threshold and 100% target achievement and payout levels. For each percentage point of performance above the targeted achievement by metric, payouts would be 10% above the target level (i.e., maximum payouts on the adjusted EBITDA, net revenue, and FCF metrics are 200% for 110% of target goal achievement). Our 2022 strategic objectives for our NEOs included efficiency and cost reduction initiatives and ESG initiatives, such as constructing the Arkadelphia, Arkansas bakery with an ESG focus, workplace health and safety, water and energy management, and ingredient sourcing, and were measured across the executive leadership team as a whole. The maximum potential bonus is 200% of target for maximum achievement on all four metrics, which is a change as prior to 2022, payouts on strategic metrics could not exceed 150% of target.

Target bonus opportunities for the NEOs under the STI Plan were set in the first quarter of 2022 by the Committee based on comparisons to market practices and with consideration of factors such as experience, prior opportunity levels, and expected impact to the business. The target levels of performance for the financial metrics were determined based on the Company’s annual operating plan. For 2022, the NEOs maintained a consistent target bonus percentage opportunity relative to 2021 for those who had been in the role previously, with the exception of Andy Callahan whose bonus opportunity increased from 110% of base salary to 115% of base salary to continue to align with market and recognize his positive leadership of the Company through a challenging

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operating environment in recent years. We believe that annual bonuses based on performance serve to align the interests of management and stockholders. 2022 Target STI Plan opportunities for our NEOs are detailed below:

2022 Financial Results and Funding.     As set out in the table below, 2022 financial performance resulted in above target payouts to NEOs under the STI Plan. The Company exceeded its net revenue, adjusted EBITDA, and FCF targets, and with the strategic objectives, resulted in a payout of 180.2% of target for the NEOs. See Appendix A for more information on 2022 adjusted EBITDA and FCF and reconciliations.

Determining Awards for Strategic Objective Achievement.     In 2022, strategic objectives were established to assess performance of our NEOs in 2 categories: efficiency and cost reduction initiatives and ESG initiatives, such as constructing the Arkadelphia, Arkansas bakery with an ESG focus, workplace health and safety, water and energy management, and ingredient sourcing. The strategic objectives assess measurable accomplishments that accelerate achievement of our long-term strategy. In determining individual payouts for the strategic objective achievement for our NEOs, the Committee considered accomplishment of the initiatives across the leadership team as a whole based on the recommendations of the Company’s CEO (for others beside the CEO himself). For the NEOs, the strategic objective payout was approved at 160.6%.

Long-Term Incentives (LTI)

We grant equity-based awards to our NEOs and key employees under the Hostess Brands, Inc. 2016 Equity Incentive Plan, as amended (“2016 Equity Plan”) to further align the interests of eligible participants with

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those of our stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and our Class A common stock. The 2016 Equity Plan is intended to advance the interests of the Company and increase stockholder value by attracting, retaining and motivating key personnel through the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and/or other stock-based awards consistent with the terms of the 2016 Equity Plan.

2022 LTI Grant Overview

In 2022, we continued with the annual grant approach first adopted in 2019. We moved to an annual grant approach in 2019 to align with typical market practices and to provide an ongoing incentive and retention focus for our management team. Key structural elements of our 2022 grant approach continue our focus on performance-based awards with strong alignment with stockholder outcomes. We grant an equity mix of 50% PSUs and 50% RSUs by intended grant value. The intended 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 the Summary Compensation Table includes the assessed grant date value of the PSUs based upon expected probability of achievement under FASB ASC Topic 718.

PSU Grants

The 2022 PSUs measure the Company’s 3-year relative TSR versus companies in the S&P 1500 Packaged Foods & Meats index. These PSUs provide a direct focus on exceeding performance of a broader group of relevant competitors than our peer group used for compensation benchmarking purposes. The Committee believes that TSR continues to remain an effective indicator of long-term performance and aligns the interests of our NEOs with our stockholders.

2022 PSU Design Overview

The table below sets forth the applicable TSR targets and payout percentages for the 2022 PSU awards:

A TSR ranking at or below the 35^th percentile results in no payout, and payouts are interpolated between the performance levels noted in the table above. The absolute TSR must be greater than zero to enable a payout above 100% of target.

Performance and Payouts for PSU Cycles Ending in 2022

The Company had one PSU performance cycle that ended in 2022. The performance cycle for PSUs granted to all of the NEOs covering January 2020 through December 2022 ended with absolute TSR of approximately 66%, which placed the Company at the 94^th percentile of peers and resulted in shares being earned at 200% of target.

RSU Grants

In addition to PSUs, our NEOs received grants of RSUs in 2022 equal to 50% of the intended target award value.

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RSUs, which generally vest pro-rata annually over a 3-year period, provide a performance incentive given that they are able to deliver more value with share price increases (and vice versa).

Target PSU and RSU awards granted in 2022 to our NEOs and the intended fair value of such awards (assuming performance at target level) are detailed below. Note, these values differ from the Summary Compensation Table, where the disclosed values represent the grant date fair value and probability adjustment (for PSUs) under GAAP. The award values noted below generally represent an increase relative to prior years for those who are not new hires based on increases in competitive market comparisons and in recognition of ongoing strong performance at the Company.

The awards described above include “double-trigger” vesting in the event of a change in control of the Company. Therefore, the awards will not vest upon a change in control, unless they are not assumed or substituted by a successor or acquirer. In the event of assumption or substitution, the awards will vest if, within 12 months following the change in control and prior to the applicable vesting date, the NEO’s employment is terminated by the Company and its subsidiaries without cause or the NEO terminates employment for good reason. In the case of all PSUs for which the performance period has not ended, the target number of shares subject to the award would vest.

In addition, in a non-change in control situation, if an NEO’s employment is terminated by us for any reason other than for cause or by the NEO without good reason (in each case, as described under “Executive Compensation—Severance Arrangements”), the PSUs granted to such NEO will vest based on achievement of the performance criteria through the termination date, on a pro-rated basis.

Stock Ownership Guidelines

We initially adopted our stock ownership guidelines (the “Stock Ownership Guidelines”) in 2017 to align the interests of executives with the interests of stockholders and promote our commitment to sound corporate governance. Since then, we have periodically reviewed the Stock Ownership Guidelines to confirm they align with typical market practices and adjust them as necessary or appropriate.

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Determination of Guidelines

The Stock Ownership Guidelines are determined as a multiple of an NEO’s base salary or a non-management director’s annual cash retainer and are then converted to a fixed number of shares. In calculating the applicable number of shares as of a given date, the stock price to be used shall be the average stock price over the twenty trading days prior to such date. The individual guidelines for each covered person listed below (“Covered Person”) are as follows:

Compliance with Guidelines

Covered Persons are required to achieve their Stock Ownership Guideline within 5 years of becoming subject to the Stock Ownership Guidelines or 5 years from an amendment that increases the Stock Ownership Guidelines. If a Covered Person’s Stock Ownership Guideline increases because of a change in title or increase in salary, such Covered Person will have the longer of the initial 5-year period or, in the case of a change in title, four years and, in the case of an increase in salary, one year, from the date of the change to meet the increased guideline. Once achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to the Stock Ownership Guidelines.

The Committee reviews each Covered Person’s compliance (or progress towards compliance) with the Stock Ownership Guidelines annually and all individuals are either currently in compliance or on track to achieve compliance by the required compliance date. In its sole discretion, the Committee may impose such conditions, restrictions or limitations on any Covered Person as it determines to be necessary or appropriate to achieve compliance with these Stock Ownership Guidelines.

Prohibition on Hedging/Pledging of Our Securities

To further align their interests with those of our stockholders, our directors, our employees and others acting on our behalf may not engage in short sales of our securities and may not buy or sell puts, calls or other derivative securities or otherwise engage in hedging transactions with respect to our securities. They also may not hold our securities in a margin account or, without the prior written consent of our Board of Directors or the Audit Committee, otherwise pledge our securities as collateral for any loan.

Risk Assessment

We and the Committee have reviewed our compensation programs and have found that neither we nor the Committee believes that the programs create an incentive to take risks that would be materially adverse to stockholders.

Clawback

In April 2022, the Committee approved the Compensation Clawback Policy (the “Clawback Policy”) to enhance our corporate governance practices. The Clawback Policy applies to any employee of the Company or any of its subsidiaries. In the event of a financial restatement caused by the Company’s material noncompliance with applicable financial reporting requirements, the Committee will investigate any possible misconduct by employee(s) that contributed to the financial restatement and all incentive-based compensation (cash bonuses and performance-based equity awards) for the preceding three fiscal years. The Committee, in its sole discretion and to the extent permitted by applicable law, may require that an employee repay the difference between the amount of his or her incentive-based compensation that would have been paid based on proper reporting of the financial results and the amounts actually received by the employee.

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In October 2022, the SEC adopted new Rule 10D-1 under the Exchange Act, which requires national securities exchanges, including Nasdaq, to establish listing standards relating to executive officer incentive compensation clawback and disclosure rules. The Company intends to monitor the development of Nasdaq’s final listing standards and plans to amend the Clawback Policy, as appropriate, in accordance with requirements of Nasdaq’s final listing standards.

Retirement and Employee Benefit Plans

NEOs are entitled to the same benefits generally available to all full-time employees, including the 401(k) plan and health care, employee stock purchase plan, life insurance and other welfare benefit programs. In designing these benefits, we seek to provide an overall level of benefits that is competitive with those offered by similar companies in the markets in which we operate. We believe that these employee benefits are necessary to enable us to compete more successfully for qualified executive talent.

Impact of Accounting

As a general matter, the Committee considers the various accounting implications of the compensation vehicles we employ. When determining amounts of long-term incentive grants to NEOs and employees, the Committee examines the accounting cost associated with the grants. Under accounting guidance, grants of NQSOs, RSUs and PSUs result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instruments being issued determined in accordance with FASB ASC Topic 718. For RSUs, the expense is generally based on the fair value of the underlying stock on the date of grant multiplied by the number of units granted amortized over the vesting period. The valuation of PSUs that measure relative TSR incorporates a Monte Carlo simulation to assess the probability of TSR achievement and the awards are then expensed proportionally over the respective performance period. For stock options, the expense is generally based on the fair value of the option on the date of grant, calculated using a Black Scholes pricing model, multiplied by the number of options granted amortized over the vesting period.

Tax Matters

Section 162(m) of the Internal Revenue Code generally places a $1 million annual deduction limit on compensation paid to “covered employees,” which includes our named executive officers. The Committee makes compensation decisions based on our guiding compensation principles and the interests of stockholders, even if such compensation is non-deductible by the Company.

Role of the Committee and the Chief Executive Officer

The Committee is composed solely of independent members of our Board of Directors. The Committee reviews and approves the base salaries, annual incentive bonus programs, long-term incentive compensation and other incentive and executive benefit plans of our NEOs. The Committee, in consultation with its independent compensation consultant, analyzes the reasonableness of our NEOs’ compensation, in part by reviewing compensation data from peer companies and from relevant other industry sources.

Decisions regarding compensation of the Chief Executive Officer are made solely by the Committee based on its deliberations with input from its independent compensation consultant. Decisions regarding other NEOs are made by the Committee after considering recommendations from the Chief Executive Officer as appropriate, as well as input from the Committee’s independent compensation consultant. Our Chief Executive Officer, and, as appropriate, General Counsel, and Chief People Officer may attend the portion of the Committee’s meetings where the individual performance of each NEO is discussed. Only Committee members may vote on compensation decisions regarding the NEOs.

The Committee meets in executive session as deemed necessary, with its independent compensation consultant in attendance as appropriate.

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Role of Independent Compensation Consultant

The Committee retained Mercer as its independent compensation consultant to advise on the compensation for our NEOs in 2022. The independent compensation consultant generally advises the Committee on the appropriateness of our compensation philosophy, peer group selection and general executive compensation program design. During 2022, as part of its engagement with the Committee, the independent compensation consultant:

The Committee retained its independent compensation consultant directly, although in carrying out assignments, the consultant also interacted with our management team to the extent necessary and appropriate. Based on a review of the SEC’s six factor assessment of compensation consultant independence, the Committee does not believe the independent compensation consultants’ work has raised any conflicts of interest. The Committee has the sole authority to select, retain, and terminate the independent compensation consultant.

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COMPENSATION COMMITTEE REPORT

Our Talent and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the Committee recommended to our Board of Directors, and our Board of Directors approved, that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.

Laurence Bodner, Chair

Gretchen R. Crist

Ioannis Skoufalos

The information contained in the “Compensation Committee Report” is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by the Company under the Exchange Act or the Securities Act of 1933 unless and only to the extent that the Company specifically incorporates it by reference.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2022, our Talent and Compensation Committee was comprised of Laurence Bodner, Gretchen R. Crist, and Ioannis Skoufalos. None of the individuals who served on the Talent and Compensation Committee during 2022 or who currently serve on such committee had or have any contractual or other relationships with us except as directors, nor have any of these individuals ever been an officer or employee of our Company.

None of our executive officers currently serves, or in the past year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Talent and Compensation Committee.

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EXECUTIVE COMPENSATION

The following tables provide information regarding the compensation of our NEOs for 2022, 2021, and 2020, as applicable.

Summary Compensation Table

For 2021, reflects the grant date fair value of RSUs (i) awarded to each of Andy Callahan, Mike Gernigin, and Jolyn Sebree on January 15, 2021, (ii) awarded to Dan O’Leary on June 6, 2021, and (iii) awarded to Mike Gernigin on November 8, 2021. Also reflects shares underlying PSUs awarded to

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the NEOs based upon the Company’s determination of the probable outcome of the Company’s satisfaction of the performance conditions as of the grant date. The grant date fair value of each RSU or PSU granted during the year was computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in “Note 4—Share-Based Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The value of such PSUs as of the respective grant dates, assuming the achievement of the performance conditions at the maximum level for the three-year performance period is as follows:

For 2020, reflects the grant date fair value of RSUs awarded to each of Andy Callahan and Jolyn Sebree on January 21, 2020. Also reflects shares underlying PSUs awarded to such NEOs based upon the Company’s determination of the probable outcome of the Company’s satisfaction of the performance conditions as of the grant date. The grant date fair value of each RSU or PSU granted during the year was computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in “Note 4—Share-Based Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The value of such PSUs as of the grant date (January 21, 2020), assuming the achievement of the performance conditions at the maximum level for the three-year performance period is as follows:

For 2020, reflects the grant date fair value of NQSOs awarded to each of Andy Callahan and Jolyn Sebree on January 21, 2020. The grant date fair value of such NQSOs was computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such valuation are described in “Note 4—Share-Based Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

For 2021, All Other Compensation is comprised of the following (as applicable): relocation benefits, vacation payout, matching contributions under the Company’s 401(k) plan, which is a tax-qualified defined contribution plan, life insurance premiums, cell phone allowance, incentive payments to encourage our NEOs to undergo annual physical examinations and severance payments (as applicable).

For 2020, All Other Compensation is comprised of the following (as applicable): relocation benefits, vacation payout, matching contributions under the Company’s 401(k) plan, which is a tax-qualified defined contribution plan, life insurance premiums, cell phone allowance and incentive payments, to encourage our NEOs to undergo annual physical examinations (as applicable).

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The following table provides information regarding the cash bonus opportunity for each NEO under the 2022 STI Plan and equity grants under the 2016 Equity Plan made to any NEO during 2022 and does not reflect amounts actually paid.

Grants of Plan-Based Awards