HAIN CELESTIAL GROUP INC
For the period ended Oct 31, 2024. Filed Sep 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 31, 2024 · Filed Sep 19, 2024
Contents
Pay Versus Performance
As required by SEC rules, we are providing the following “pay versus performance” disclosure centered around a measure of pay referred to as “compensation actually paid” or “CAP” that is calculated in accordance with SEC rules. For our purposes, the primary difference between CAP and “Total” compensation reported in the Summary Compensation Table relates to compensation from equity awards. Whereas the Summary Compensation Table reports the grant date fair value of equity awards granted during the applicable fiscal year, CAP includes the year-over-year change in the fair value of equity awards that are unvested as of the end of the applicable fiscal year or that vested or were forfeited during the applicable fiscal year.
As further detailed below, the below pay versus performance disclosure includes:
A pay versus performance table and footnoted detail that includes the “Total” compensation of our NEOs as presented in the Summary Compensation Table, CAP for our NEOs, Company total shareholder return, total shareholder return of a peer group, net income (loss) and our Company-selected financial performance measure, Adjusted EBITDA, in each case for fiscal years 2021, 2022, 2023 and 2024;
Graphs that show the relationships between certain of the information included in the pay versus performance table; and
A list of the most important performance measures used to link CAP for the NEOs to Company performance during fiscal year 2024.
This disclosure has been prepared in accordance with SEC rules and does not necessarily reflect value actually realized by our NEOs or how our Compensation and Talent Management Committee evaluates compensation decisions. Please see the CD&A for a discussion of our executive compensation program objectives and the ways in which we align our executives’ compensation with the Company’s performance.
Pay Versus Performance Table
The following table shows, for fiscal years 2021, 2022, 2023 and 2024, the “Total” compensation of our current and former CEOs and the average “Total” compensation for our other NEOs, as presented in the Summary Compensation Table, CAP for our current and former CEOs and the average CAP for other NEOs, Company total shareholder return, total shareholder return of the S&P Food & Beverage Select Industry Index, net income (loss) and our Company selected financial performance measure, Adjusted EBITDA.
| AverageSummary · Value of InitialFixed $100InvestmentBased On: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| FiscalYear | SummaryCompensationTable Totalfor CurrentCEO1($) | SummaryCompensationTable Totalfor FormerCEO2($) | CompensationActually Paidto CurrentCEO3($) | CompensationActually Paidto FormerCEO3($) | CompensationTable TotalforNon-CEONEOs4($) | AverageCompensationActually Paidto Non-CEONEOs5($) | CompanyTotalShareholderReturn6($) | Peer GroupTotalShareholderReturn7($) | Net Income(Loss)8(Thousands)($) | AdjustedEBITDA9(Thousands) ($) |
| 2024 | 5,063,349 | — | 1,596,662 | — | 1,262,105 | 758,644 | 21.93 | 136.85 | (75,042) | 154,522 |
| 2023 | 4,765,456 | 7,741,908 | 3,752,004 | 847,657 | 1,646,461 | 551,002 | 39.70 | 135.55 | (116,537) | 166,622 |
| 2022 | — | 7,326,221 | — | 8,910,969 | 2,631,605 | 2,762,642 | 75.34 | 131.35 | 77,873 | 200,616 |
| 2021 | — | 2,886,066 | — | 6,666,132 | 989,397 | 2,191,715 | 127.32 | 136.26 | 77,364 | 258,938 |
The amount shown in this column reflects the amount reported in the Total column of the Summary Compensation Table for fiscal years 2024 and 2023 for Wendy P. Davidson, who has served as our President and CEO since January 1, 2023.
The amounts shown in this column reflect the amounts reported in the Total column of the Summary Compensation Table for each applicable fiscal year for Mark L. Schiller, our former President and CEO who departed that role on December 31, 2022.
HAIN CELESTIAL 2024 Proxy Statement 55
EXECUTIVECOMPENSATION
The amounts shown in these columns reflect the “compensation actually paid” as calculated under SEC rules to Ms. Davidson for fiscal years 2024 and 2023 and to Mr. Schiller for each applicable fiscal year. The following table shows those calculations with respect to fiscal year 2024 for our current CEO.
| Calculation of “Compensation Actually Paid” UnderSEC Rules – Current CEO, Wendy Davidsona | Fiscal Year 2024($) |
|---|---|
| Amount reported in Total column of Summary Compensation Table | 5,063,349 |
| Deduction for amount reported in Stock Awards column of Summary Compensation Table (i.e., grant date fair value of stock awards) | (4,125,305) |
| Increase for fair value at fiscal year-end of equity awards granted during the fiscal year that remain outstanding at fiscal year-endb | 1,627,530 |
| Increase/deduction for change in fair value during the fiscal year of equity awards granted in a prior fiscal year that remain outstanding at fiscal year-endb | (885,746) |
| Increase/deduction for change in fair value during the fiscal year, as of the vesting date, of equity awards granted in a prior fiscal year that vested in the fiscal yearb | (83,166) |
| Deduction for fair value at prior fiscal year-end of equity awards granted in a prior fiscal year that failed to meet vesting conditions and were forfeited during the fiscal yearb | — |
| “Compensation Actually Paid” under SEC rules | 1,596,662 |
a.
The following components of the calculation of “compensation actually paid” under SEC rules were not applicable: adjustments for defined benefit and actuarial pension plans; additions for equity awards that were both granted and vested during the same fiscal year; and additions for the value of dividends or other earnings paid on equity awards during the fiscal year and not otherwise included in the total compensation for the fiscal year.
b.
For all equity awards, our methodology for calculating the fair value remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements of PSU awards. Fair values for PSU awards that are based on relative total shareholder return or absolute total shareholder return are measured using a Monte Carlo simulation model in accordance with FASB ASC Topic 718, as described in Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. For both the Company and constituents of the peer group used for PSU awards based on relative total shareholder return, actual performance through the measurement date is taken into account. Additionally, the Monte Carlo simulation model requires the use of certain assumptions, which include assumptions relating to expected share price volatility, risk-free interest rate and, for relative total shareholder return PSUs, correlation coefficients, which factors inherently change over time.
The amounts shown in this column reflect, for each applicable fiscal year, the average of the amounts reported in the Total column of the Summary Compensation Table for the Company’s named executive officers other than the CEO. The named executive officers included for this purpose for each applicable year are as follows: (i) for fiscal year 2024, Lee A. Boyce, Wolfgang Goldenitsch, Steven R. Golliher, Kristy M. Meringolo and Christopher J. Bellairs (former); (ii) for fiscal year 2023, Wolfgang Goldenitsch, Kristy M. Meringolo, Christopher J. Bellairs (former) and David J. Karch (former); (ii) for fiscal year 2022, Christopher J. Bellairs (former), Wolfgang Goldenitsch, Kristy M. Meringolo, David J. Karch (former), Javier H. Idrovo (former) and Christopher J. Boever (former); and (iii) for fiscal year 2021, Kristy M. Meringolo, Javier H. Idrovo (former), Christopher J. Boever (former) and Jeryl Wolfe (former).
The amounts shown in this column reflect, for each applicable fiscal year, the average amount of “compensation actually paid” as calculated under SEC rules to the Company’s named executive officers other than the CEO. The named executive officers included for this purpose for fiscal year 2024 are Lee A. Boyce, Wolfgang Goldenitsch, Steven R. Golliher, Kristy M. Meringolo and Christopher J. Bellairs (former). The following table shows those calculations.
| Calculation of “Compensation Actually Paid” UnderSEC Rules – Average for Non-CEO Named Executive Officersa | Fiscal Year 2024($) |
|---|---|
| Average amount reported in Total column of Summary Compensation Table | 1,262,105 |
| Deduction for average amount reported in Stock Awards column of Summary Compensation Table (i.e., grant date fair value of stock awards)b | (643,876) |
| Increase for average amount of fair value at fiscal year-end of equity awards granted during the fiscal year that remain outstanding at fiscal year-endb | 275,152 |
| Increase/deduction for average amount of change in fair value during the fiscal year of equity awards granted in a prior fiscal year that remain outstanding at fiscal year-endb | (102,261) |
| Increase/deduction for average amount of change in fair value during the fiscal year, as of the vesting date, of equity awards granted in a prior fiscal year that vested in the fiscal yearb | (32,476) |
| Deduction for average amount of fair value at prior fiscal year-end of equity awards granted in a prior fiscal year that failed to meet vesting conditions and were forfeited during the fiscal yearb | — |
| Average “Compensation Actually Paid” under SEC rules | 758,644 |
a.
The following components of the calculation of “compensation actually paid” under SEC rules were not applicable: adjustments for defined benefit and actuarial pension plans; additions for equity awards that were both granted and vested during the same fiscal year; and additions for the value of dividends or other earnings paid on equity awards during the fiscal year and not otherwise included in the total compensation for the fiscal year.
b.
For all equity awards, our methodology for calculating the fair value remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements of PSU awards. Fair values for PSU awards that are based on relative total shareholder return or absolute total shareholder return are measured using a Monte Carlo simulation model in accordance with FASB ASC Topic 718, as described in Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. For both the Company and constituents of the peer group used for PSU awards based on relative total shareholder return, actual performance through the measurement date is taken into account. Additionally, the Monte Carlo simulation model requires the use of certain assumptions, which include assumptions relating to expected share price volatility, risk-free interest rate and, for relative total shareholder return PSUs, correlation coefficients, which factors inherently change over time.
56 HAIN CELESTIAL 2024 Proxy Statement
EXECUTIVECOMPENSATION
The amounts shown in the column reflect the cumulative total shareholder return on our common stock during the period from June 30, 2020 through the end of the applicable fiscal year, assuming an investment of $100 in our common stock as of the market close on June 30, 2020.
The amounts shown in the column reflect the cumulative total shareholder return of the S&P Food & Beverage Select Industry Index, the published industry index used in the performance graph included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, during the period from June 30, 2020 through the end of the applicable fiscal year, assuming an investment of $100 as of the market close on June 30, 2020.
Represents the amount of net income (loss) reflected in the Company’s audited financial statements for each applicable fiscal year.
Represents the amount of Adjusted EBITDA reported by the Company for each applicable fiscal year. Adjusted EBITDA is the measure selected by the Company under SEC rules as the most important performance measure used to link CAP for the NEOs to Company performance during fiscal year 2024. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A to this proxy statement for additional information on Adjusted EBITDA.
HAIN CELESTIAL 2024 Proxy Statement 57
EXECUTIVECOMPENSATION
Graphical Presentation of Pay Versus Performance Table
In accordance with SEC rules, the Company is providing the following graphical presentations of the relationships between information presented in the above Pay Versus Performance table.
The following graph shows the relationship among (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs in fiscal years 2021, 2022, 2023 and 2024, (2) the cumulative total shareholder return on our common stock and (3) the cumulative total shareholder return of the S&P Food & Beverage Select Industry Index, in the case of clauses (2) and (3) during the period from June 30, 2020 through June 30, 2024, assuming an investment of $100 as of the market close on June 30, 2020.
The following graph shows the relationship between (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs and (2) net income (loss), in each case in fiscal years 2021, 2022, 2023 and 2024.
58 HAIN CELESTIAL 2024 Proxy Statement
EXECUTIVECOMPENSATION
The following graph shows the relationship between (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs and (2) Adjusted EBITDA, in each case in fiscal years 2021, 2022, 2023 and 2024.
Measures Used to Link Compensation and Performance
Following is a list of the most important performance measures used to link CAP for the NEOs to Company performance during fiscal year 2024:
Adjusted EBITDA
Net Sales
Relative Total Shareholder Return
Company Total Shareholder Return
Please see the CD&A for a discussion of how the above performance measures were used in our compensation program for fiscal year 2024.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
HAIN CELESTIAL 2024 Proxy Statement 59
Advisory Vote Regarding the Compensation of the Company’s Named Executive Officers
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