HAIN CELESTIAL GROUP INC
For the period ended Sep 18, 2025. Filed Sep 18, 2025.
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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.
Sep 18, 2025 · Filed Sep 18, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
THE HAIN CELESTIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
September 18, 2025
Dear Fellow Stockholder,
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of The Hain Celestial Group, Inc. (the “Company” or “Hain”), which will be held virtually on Thursday, October 30, 2025, at 12:30 p.m., Eastern Time. We believe that holding a virtual meeting again this year is in the best interest of the Company and all of its stakeholders and will allow for stockholder participation using our online tools.
At our 2025 Annual Meeting, our stockholders will vote on (1) the election of the seven director nominees named in the accompanying proxy statement, (2) an advisory vote regarding the compensation of our named executive officers for the fiscal year ended June 30, 2025, as set forth in the accompanying proxy statement, (3) the ratification of the appointment of our registered independent accountants, and (4) the approval of an amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan.
In addition to these formal items of business, you will have an opportunity to ask questions of the Company’s senior management and Board of Directors to the extent relevant to the 2025 Annual Meeting. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials.
On behalf of the Company and the members of the Board of Directors, we thank you for your investment and confidence in Hain as a leading better-for-you company. We would like to thank our Hain team members for their continued dedication and commitment to Hain. We hope that you will join us on October 30 th, and we look forward to the submission of your vote and your continued support throughout the year.
Sincerely,
| Dawn Zier | Alison E. Lewis |
|---|---|
| Independent Chair of the Board | Interim President and Chief Executive Officer and Director |
September 18, 2025
Notice of Annual Meeting of Stockholders
| Date: Thursday,October 30, 2025 | Time: 12:30 p.m.Eastern Time | Location: www.virtualshareholdermeeting.com/HAIN2025 |
We are holding the 2025 Annual Meeting for the following purposes:
| 1.To elect the seven director nominees specified in the accompanying proxy statement to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified 2.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended June 30, 2025, as set forth in the accompanying proxy statement (“Say on Pay”) 3.To ratify the appointment of Ernst & Young LLP as our registered independent accountants for the fiscal year ending June 30, 2026 | 4.To approve an amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan5.To transact such other business as may properly come before the 2025 Annual Meeting (including any adjournments or postponements thereof) |
|---|
Only stockholders of record as of the close of business on September 2, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting, or any adjournment or postponement thereof.
By order of the Board of Directors,
Kristy M. MeringoloChief Legal and Corporate Affairs Officer, Corporate Secretary
Your vote is important. Whether or not you expect to attend the 2025 Annual Meeting virtually, please submit your vote as soon as possible. See page 77 in the accompanying proxy statement for a description of the ways by which you may cast your vote on the matters being considered at the 2025 Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 30, 2025: A complete set of proxy materials relating to our 2025 Annual Meeting is available on the internet. These materials, consisting of this notice of annual meeting of stockholders, the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, may be viewed at ir.hain.com/shareholder-information/proxy.
Table of Contents
| Proxy Statement Summary | 1 | Background | 57 |
|---|---|---|---|
| Voting Matters and Vote Recommendations | 1 | Conclusion | 57 |
| Company Snapshot | 1 | ||
| Business Update | 1 | PROPOSAL 3 | |
| Corporate Governance | 2 | Ratification of Appointment of Registered | |
| Impact Strategy | 3 | Independent Accountants | 58 |
| Impact Highlights | 4 | Ernst & Young LLP’s Fees | 58 |
| Impact Disclosure and Reporting | 4 | ||
| Report of the Audit Committee | 60 | ||
| Election of Directors | 5 | PROPOSAL 4 | |
| General | 5 | Approval of an Amendment to The Hain Celestial Group, | |
| The Director Nominees for Election at the 2025 | Inc. 2022 Long Term Incentive and Stock Award Plan | 61 | |
| Annual Meeting | 6 | General | 61 |
| Factors Considered by the Board in Determining the Proposed | |||
| Board of Directors and Corporate Governance | 13 | Additional Share Pool | 61 |
| The Board of Directors | 13 | Summary of the 2022 Plan as Proposed to be Amended | 63 |
| Director Independence | 13 | Federal Income Tax Consequences | 67 |
| Board Leadership Structure | 13 | Plan Benefits | 68 |
| Executive Sessions | 14 | Recommendation of the Board | 69 |
| Director Elections | 14 | ||
| Director Nomination Process and Stockholder | Securities Authorized for Issuance Under Equity | ||
| Nominations | 14 | Compensation Plans | 70 |
| Director Skills, Experience and Qualifications | 16 | ||
| Committees of the Board | 17 | Ownership of Common Stock by Management | |
| Board Role in Risk Oversight | 19 | and Certain Beneficial Owners | 71 |
| Information Security | 20 | ||
| Board Oversight of Impact | 21 | Certain Relationships and Related Party Transactions | 73 |
| Board and Committee Self-Evaluations | 21 | ||
| Management Succession Planning | 21 | Other Matters | 74 |
| Director Orientation and Continuing Education | 21 | ||
| Website Access to Corporate Governance Documents | 22 | Stockholder Proposals and Other Communications | 75 |
| Compensation of Directors | 22 | ||
| Director Stock Ownership Guidelines | 23 | Questions and Answers About Our 2025 Annual | |
| Meeting | 76 | ||
| Executive Officers | 24 | ||
| Appendix A – Non-GAAP Financial Measures · A-1 | |||
| Executive Compensation | 27 | Non-GAAP Measures Under the 2025 AIP | A-1 |
| Compensation Discussion and Analysis | 27 | Organic Net Sales | A-1 |
| Compensation Committee | Adjusted EBITDA | A-1 | |
| Report | 40 | ||
| Executive Compensation Tables | 41 | Appendix B-1 – Second Amendment to The Hain Celestial | |
| Potential Payments upon Termination or Change in | Group, Inc. 2022 Long Term Incentive and Stock Award Plan | B-1 | |
| Control | 46 | ||
| CEO Pay Ratio | 50 | Appendix B-2 – The Hain Celestial Group, Inc. 2022 | |
| Pay Versus Performance | 52 | Long Term Incentive and Stock Award Plan, As Amended | B-2 |
| Advisory Vote Regarding the Compensation of | |||
| the Company’s Named Executive Officers | 57 | ||
This proxy statement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “may,” “should,” “plan,” “intend,” “potential,” “vision,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition and our strategic plans. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties that may cause actual results to differ materially from forward-looking statements are described in our most recent Annual Report on Form 10-K and our other filings from time to time with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.
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