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:

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 the appropriate box):

Notice of Annual Meeting of Stockholders

		Date:   Thursday, November 17, 2022				Time:   9:00 a.m. Eastern Time				Location:   virtualshareholder meeting.com/HAIN2022

We are holding the Annual Meeting for the following purposes:

Only stockholders of record as of the close of business on September 20, 2022 are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. A list of these stockholders will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting at our principal executive office located at 1111 Marcus Avenue, Lake Success, New York. The list will also be available during the Annual Meeting at virtualshareholdermeeting.com/HAIN2022.

By order of the Board of Directors,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 17, 2022: A complete set of proxy materials relating to our 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, 2022, may be viewed at ir.hain.com/shareholder-information/proxy.

Table of Contents

Proxy Statement Summary

Voting Matters and Vote Recommendations

Election of Directors   Board Recommendation: FOR each nominee   Page 6		Advisory Vote to Approve Named Executive Officer Compensation   Board Recommendation: FOR   Page 49		Ratification of Appointment of Registered Independent Accountants   Board Recommendation: FOR   Page 51		Approval of The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan   Board Recommendation: FOR   Page 54

Company Snapshot

* As of June 30, 2022

Proxy Statement Summary

Fiscal Year 2022 Snapshot

In fiscal year 2022, the Company announced its “Hain 3.0” long-term strategy, to support the Company’s continued evolution, which had been centered on simplifying the business, to positioning the Company to be a global health and wellness company with industry-leading topline growth:

 

Hain 3.0 Drivers of Growth

Distribution				Innovation				Marketing
Funded by Productivity

As a result, the team prioritized the following initiatives:

 

1.	Delivering strong top-line growth across our growth brands in North America,

 

2.	Executing multiple rounds of pricing action to offset inflation, while protecting brand equity,

 

3.	Prioritizing service and the delivery of products to customers and consumers,

 

4.	Driving innovation to meet consumers’ needs for “better-for-you” alternatives,

 

5.	Completing the strategic acquisition of the ParmCrisps® and Thinsters® brands, and

 

6.	Focusing on the health and safety of our employees, by enhancing processes and ensuring employee safety in our manufacturing facilities.

Key Fiscal Year 2022 Financial Highlights Include:

 

•

Net sales of $1,891.8 million

•

Gross profit margin of 22.6%

•

Operating income of $104.7 million

•

Net income of $77.9 million

•

Diluted EPS of $0.83

While we are disappointed with our fiscal year 2022 financial performance, we remain steadfast in our journey. In the short term, we are establishing the foundation and the tools to deliver Hain 3.0 by stabilizing our business, delivering strong margin improvement and continuing to grow our net sales. We see momentum in our growth brands and believe that we are well-positioned for the long term.

Proxy Statement Summary

Corporate Governance

Corporate Governance Best Practices

We are committed to good corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board and management accountability. Many of our enhanced corporate governance practices reflect feedback from our stockholders and other stakeholders. Highlights of our corporate governance practices include the following:

Proxy Statement Summary

Director Nominee Snapshot

The following shows information relating to the diversity, independence and tenure of our eight director nominees.

Board Diversity

Our Board and the Corporate Governance and Nominating Committee are committed to a strong and diverse membership. The following matrix is provided in accordance with applicable listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”). The matrix includes all directors as of October 7, 2022.

* One director included in this category identifies as Middle Eastern.

Environmental, Social and Governance Strategy

Our Company aspires to be a leading marketer, manufacturer and seller of organic and natural, “better-for-you” products. We set out with the belief that our business could be a force for good and we could create and inspire a Healthier Way of Life^® for our employees, consumers, customers, stockholders, and global communities in which we work and live. We have focused our Environmental, Social and Governance (“ESG”) strategy around expanding our commitment to environmentally sound business practices, creating and selling cleaner, “better-for-you” products, social and community impact initiatives, and sustainable manufacturing processes.

The Company has developed a framework to support its Healthier Way of Life^® mission that underpins its ESG strategy, which consists of three core pillars:

Proxy Statement Summary

Our ESG strategy continues to evolve over time and become more integrated across our business.

In fiscal year 2022, we worked to implement the goals for each of the three pillars of our ESG strategy with a strategic focus to set greenhouse gas emissions reductions targets to be validated by the Science Based Targets initiative. Progress towards each pillar is detailed below.

When we published our 2021 ESG Report and strategy, we worked to develop measurable, specific and timebound goals to hold ourselves accountable and prioritize transparency. Hain is now focused on improving our baseline metrics, developing a culture of ESG for all functions, and bringing our regional businesses and brands together to support our ESG strategy. We have created a shortened report meant to update our key stakeholders on material progress made against our sustainability goals in fiscal year 2022. Our reporting continues to be informed by the Sustainability Accounting Standards Board’s (“SASB”) standards for the Processed Foods sector. SASB standards are under the oversight of the International Sustainability Standards Board and are intended to guide the disclosure of the subset of ESG issues most relevant to financial performance in our specific industry.

Please see our Impact webpage for detailed information on our ESG strategy, goals and reporting: hain.com/impact.

Our ESG Reports and SASB disclosures are not, and shall not be deemed to be, part of this proxy statement or incorporated into any of our other filings made with the Securities and Exchange Commission (“SEC”).

General

Our Board of Directors, upon the recommendation of the Corporate Governance & Nominating Committee, has nominated the eight nominees identified below for election at the Annual Meeting. All nominees currently serve as directors on our Board. Each director elected at the Annual Meeting will hold office until the next annual meeting of stockholders and until a successor is elected and qualified. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected.

Glenn W. Welling is not standing for reelection to the Board, and his service will cease as of the Annual Meeting. The Company thanks Mr. Welling for his service, collaboration and valuable contributions over the past five years. In connection with Mr. Welling’s departure from the Board, the size of the Board will be reduced from nine to eight members as of the Annual Meeting.

Proposal 1: Election of Directors

The Director Nominees for Election at the Annual Meeting

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Board of Directors and

Corporate Governance

The Board of Directors

On an annual basis, the stockholders of the Company elect the Board of Directors, whose primary responsibility is to foster the long-term health, overall success and financial condition of the Company, consistent with its fiduciary duty to our stockholders. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board oversees the members of senior management, who are charged by the Board with conducting the business of the Company. In addition, the Board has responsibility for establishing broad corporate policies and overseeing our strategy.

Director Independence

Seven of our eight director nominees, consisting of Richard A. Beck, Celeste A. Clark, Dean Hollis, Shervin J. Korangy, Michael B. Sims, Carlyn R. Taylor and Dawn M. Zier, along with Glenn W. Welling, who is not standing for reelection to the Board, are “independent directors” as defined in the listing requirements of Nasdaq. Mark L. Schiller was determined not to be independent because he is our President and CEO.

Board Meetings and Attendance

The Board typically holds regular meetings at least once every quarter and holds special meetings when necessary. During fiscal year 2022, the Board held twelve meetings. We expect directors to attend Board meetings, each annual meeting of stockholders and meetings of the committees on which they serve. All directors who served during fiscal year 2022 attended at least 89% of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which each such director served during the fiscal year, with an average attendance rate of 97%. All directors who were nominated for election at our last annual meeting of stockholders held on October 28, 2021 attended such annual meeting.

In addition to formal Board meetings, management holds monthly update conference calls for the benefit of the Board. While these regularly scheduled monthly update calls are not conducted as formal Board meetings, they allow the Board and management to remain in frequent contact regarding our financial performance, operations and other important matters and initiatives.

Board Leadership Structure

The Board believes that decisions regarding its leadership structure and the allocation of oversight responsibility are of paramount importance to the Board’s effectiveness. As outlined in the Company’s Corporate Governance Guidelines, our Board of Directors believes that the separation of the roles of Chairman and Chief Executive Officer is best practice; however, the Board believes that stockholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company, taking into consideration the Board’s business judgment and the contemporaneous facts and circumstances. Since December 2018, we have separated the roles of Chairman and Chief Executive Officer, and the Company has had and continues to have an independent Chair of the Board who is appointed annually by the independent members of the Board. Dean Hollis, an independent member of the Board, was appointed as Chair of the Board in December 2018 and continues to serve in that role.

The key responsibilities of the Chair include:

Board of Directors and Corporate Governance

Our CEO has primary responsibility for the operational leadership and strategic direction of the Company, while the Chair of the Board facilitates the Board’s independent oversight of management, promotes communication between management and the Board, engages with stockholders and leads the Board’s consideration of key governance matters. The Board believes its current leadership structure is appropriate at this time because it effectively allocates authority, responsibility and oversight between management and the independent members of the Board.

Executive Sessions

Independent directors meet in executive session at regularly scheduled meetings of the Board without any members of management present. Mr. Hollis, as Chair of the Board, presides over meetings of independent directors.

Director Elections

All directors stand for election annually and are elected by a majority of the votes cast in the case of an uncontested election. Voting is not cumulative.

Director Nomination Process and Stockholder Nominations

Taking into account the recommendations of the Corporate Governance and Nominating Committee, the Board reviews Board composition and considers new director candidates as necessary throughout the fiscal year.

When considering potential director nominees, the Corporate Governance and Nominating Committee reviews desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. In addition to these minimum requirements, the Corporate Governance and Nominating Committee evaluates director candidates based on a number of qualifications, including displayed ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. Although we do not have a formal policy regarding Board diversity, the Corporate Governance and Nominating Committee seeks to include members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Consistent with past practices, the Board is committed to a strong and diverse membership and to a thorough process to identify those individuals who can best contribute to the Company’s continued success.

The Board of Directors and the Corporate Governance and Nominating Committee begin the process of identifying and evaluating director nominees by seeking recommendations from a wide variety of contacts, including current executive officers and directors, and industry, academic and community leaders. The Board or the Corporate Governance and Nominating Committee may retain a third-party search firm to identify and screen candidates, conduct background checks, prepare biographies for review by the Corporate Governance and Nominating Committee and the Board and assist in scheduling interviews. The Corporate Governance and Nominating Committee and one or more of our other directors interview candidates. Carlyn R. Taylor was appointed to the Board on June 1, 2022, following a search process conducted by the Corporate Governance and Nominating Committee and the Board. Through that process, the Board sought to enhance and diversify the overall skills and expertise of the Board, with a focus on financial acumen and strategic expertise. Ms. Taylor was recommended to the Corporate Governance and Nominating Committee by non-management members of the Board.

The Corporate Governance and Nominating Committee’s charter provides that the Committee shall consider written proposals for director nominees from stockholders in accordance with our Corporate Governance Guidelines and our Amended and Restated By-Laws. The Corporate Governance and Nominating Committee will consider candidates recommended by stockholders, and a stockholder wishing to submit a recommendation

Board of Directors and Corporate Governance

should send a letter to our Corporate Secretary at The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation” and, in order to be considered for the 2023 annual meeting of stockholders, must be received by us no later than June 9, 2023. The letter must identify the author as a stockholder, demonstrate evidence of ownership, provide a complete listing of the candidate’s qualifications to serve on the Board, the candidate’s current principal occupation, most recent five-year employment history, current directorships and a statement that the proposed nominee has consented to the nomination, as well as contact information for both the candidate and the author of the letter.

In addition, our Amended and Restated By-Laws permit stockholders who satisfy certain ownership, notice and informational requirements to submit director nominations for inclusion in the Company’s proxy statement. For more information regarding this process, stockholders should consult our Amended and Restated By-Laws as well as “Stockholder Proposals and Other Communications” below.

Diversity and Inclusion

Diversity and Inclusion remain key priorities for the Board and the Company. Under the leadership of our Corporate Governance and Nominating Committee, which has been tasked more broadly with formal review of the Company’s Human Capital Management program, including its Diversity and Inclusion initiatives, the Board is focused on recruiting and retaining a diverse management team and ensuring that diverse skills, backgrounds, attributes and experiences are reflected on the Board. This diversity enables the Board to provide meaningful oversight for key strategies and risks and enhances the Board’s ability to bring different insights and experiences to its decision making. It is also reflective of the Company’s consumer base and employee workforce that the Board endeavors to support. Of the eight director nominees, three are female, one of whom is racially diverse, and one is ethnically diverse.

During fiscal year 2022, the Corporate Governance and Nominating Committee received regular updates from management on the Company’s diversity and inclusion initiatives and human capital management efforts. The Corporate Governance and Nominating Committee intends to keep this as a standing agenda item in fiscal year 2023.

Board of Directors and Corporate Governance

Director Skills, Experience and Qualifications

We seek directors with collective skills and experience to successfully guide the Company and oversee our long-term strategy. Our Corporate Governance and Nominating Committee is committed to identifying directors for nomination with the highest ethical values and integrity, mature judgment, unbiased perspective and the deep expertise necessary to achieve the long-term objectives of stockholders and provide the proper oversight and counsel to the Company. As part of this process and in consultation with the Board, the Corporate Governance and Nominating Committee has identified the following skills and experience among the director nominees that the committee believes are necessary for the Board to fulfill its current and future obligations and support the Company’s unique long-term strategy.

Skills and Qualifications

Richard    A. Beck

Celeste    A. Clark

Dean    Hollis

Shervin J.    Korangy

Mark L.    Schiller

Michael    B. Sims

Carlyn R.    Taylor

Dawn    M. Zier

Executive Leadership Experience

Public Company Board

Industry Experience

International

Operational Experience

Financial and Accounting Expertise

Risk and Crisis Management

Marketing/E-Commerce

M&A Experience

Human Capital/Culture Management

Sustainability/ESG

  = director possesses the skill / experience / expertise

 = area for which the Board particularly draws upon the director’s deep expertise

Committees of the Board

The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee. All members of each of the standing committees are independent directors, as defined in the applicable listing rules for companies listed on Nasdaq. The Board of Directors has adopted a written charter for each committee, current copies of which are available on our website at hain.com under Investors — Corporate Governance.

While the Chair and directors on each committee are accountable for carrying out the responsibilities for each committee, all directors are invited to attend the regularly scheduled committee meetings, at least on a quarterly basis.

The Audit Committee

The Audit Committee’s primary purpose is to assist the Board’s oversight of (1) the integrity of the Company’s financial statements, (2) the independent auditor’s qualifications, independence and performance and (3) the performance of the Company’s internal controls and procedures. In fulfilling its purpose, the Committee’s

Board of Directors and Corporate Governance

principal duties include appointing, retaining and terminating our independent auditor, overseeing the work of and evaluating the independence of the independent auditor, reviewing with the independent auditor their reports as well as oversight responsibilities with respect to our financial statements, disclosure practices, accounting policies and procedures.

Our Audit Committee is composed of Richard A. Beck, Shervin J. Korangy, Michael B. Sims and Carlyn R. Taylor, with Mr. Sims acting as Chair. The Board has determined that each member of the Audit Committee (1) is “independent” as defined by applicable SEC rules and the listing rules of Nasdaq applicable to Board and committee service, (2) has not participated in the preparation of our financial statements or those of any of our current subsidiaries at any time during the past three years and (3) is able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. In addition, the Board has determined that each of Messrs. Korangy and Sims and Ms. Taylor is an “audit committee financial expert” as defined by applicable SEC rules. Audit Committee members are not permitted to serve on the audit committees of more than two other public companies. During fiscal year 2022, the Audit Committee held eight meetings. See “Report of the Audit Committee” on page 53 below.

The Compensation Committee

The Compensation Committee reviews and approves all compensation arrangements for our CEO and our other executive officers, including employment agreements, base salaries, annual and long-term incentive arrangements, the form and amount of equity awards, and severance and change-in-control arrangements. The Compensation Committee’s duties include reviewing our compensation strategy on an annual basis to ensure that such strategy supports our objectives and stockholder interests and that executive officers are rewarded in a manner consistent with such strategy.

Our Compensation Committee is composed of Celeste A. Clark, Michael B. Sims and Glenn W. Welling, with Mr. Welling acting as Chair. The Board has determined that each member of the Compensation Committee is “independent” as defined by the listing rules of Nasdaq applicable to Board and committee service. During fiscal year 2022, the Compensation Committee held six meetings.

Our Compensation Committee is authorized to engage an independent compensation consultant with respect to executive and director compensation matters. For fiscal year 2022, the Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) as its independent compensation consultant. The Compensation Committee has assessed the independence of ClearBridge pursuant to the applicable Nasdaq rules and determined that its engagement does not raise any conflict of interest.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s duties require the committee to, among other things, (1) identify individuals qualified to serve on the Board and to recommend that the Board select director nominees to be considered for election at our next annual meeting of stockholders or to be appointed by the Board to fill an existing or newly created vacancy on the Board, (2) identify members of the Board to serve on each Board committee and to serve as Chair thereof and recommend each such member and Chair to the Board, (3) develop and revise, as appropriate, our Corporate Governance Guidelines and recommend such guidelines or the revision of such guidelines to the Board, (4) oversee our strategy on global ESG and corporate citizenship, including evaluating the impact of our practices on communities and individuals, (5) oversee the evaluation by the Board of itself and its committees, (6) review and assess the management succession plan for the CEO and the leadership team, and (7) review the Company’s Human Capital Management program, including its Diversity and Inclusion initiatives.

Our Corporate Governance and Nominating Committee is composed of Richard A. Beck, Celeste A. Clark, Dean Hollis and Dawn M. Zier, with Ms. Zier acting as Chair. The Board has determined that each member of the Corporate Governance and Nominating Committee is “independent” as defined in the listing rules of Nasdaq applicable to Board and committee service. During fiscal year 2022, the Corporate Governance and Nominating Committee held nine meetings.

Board of Directors and Corporate Governance

The Strategy Committee

The purpose of the Strategy Committee is to (1) continuously evaluate various strategic alternatives for the Company and its portfolio of brands and make recommendations to the Board of Directors regarding such alternatives and (2) provide input to the Company’s management in their development of the Company’s long-term corporate strategy.

Our Strategy Committee is composed of Dean Hollis, Shervin J. Korangy, Glenn W. Welling and Dawn M. Zier, with Mr. Korangy acting as Chair. The Strategy Committee meets at least quarterly on a formal basis and also meets informally between meetings as appropriate to discuss updates on the Company’s strategy and potential strategic transactions. During fiscal year 2022, the Strategy Committee held seven formal meetings.

Committee Composition

The members and Chairs of the committees as of the date of this proxy statement are summarized in the table below:

Director		Audit Committee		Compensation Committee		Corporate Governance and Nominating Committee		Strategy Committee
Richard A. Beck
Celeste A. Clark
Dean Hollis
Shervin J. Korangy								CHAIR
Michael B. Sims		CHAIR
Carlyn R. Taylor
Glenn W. Welling*				CHAIR
Dawn M. Zier						CHAIR

* Not standing for reelection.

Board Role in Risk Oversight

The Board, its respective committees and management share in the responsibility of providing oversight over the Company’s operations and day to day business. A summary of the allocation of the risk oversight functions among the Board is as follows:

The Board of Directors

The Board’s role is to engage in informed oversight of, and provide direction with respect to, risk management. In its oversight role regarding risk management, the Board focuses on understanding the nature of our enterprise risks, including:

The Board receives regular updates regarding the Company’s progress against its annual operating plan and reviews quarterly updates regarding the related risks and opportunities. The Board maintains control over significant transactions and decisions that require Board approval for certain corporate actions (including acquisitions, divestitures and uses of the Company’s capital, in each case to the extent material to the Company).

Board of Directors and Corporate Governance

Committees of the Board of Directors

Information Security

Information security and cybersecurity are significant focus areas for our Board of Directors, and our directors are actively engaged in the oversight of management’s review of its information security program and risk mitigation actions. On a periodic basis, the Company’s Chief Information Officer, with oversight responsibility for the Company’s Information Security team, will meet with the Board of Directors to provide updates on the Company’s policies, procedures, training initiatives, and audits conducted to monitor the Company’s information security program. In addition, the Board of Directors receives updates regarding third party audits that are conducted to assess penetration testing and assess overall program maturity.

Board Oversight for ESG

The Corporate Governance and Nominating Committee oversees the Company’s global ESG strategy on behalf of the Board, including evaluating the impact of Company practices on its employees, consumers, customers and other key stakeholders. The Corporate Governance and Nominating Committee presents ESG-related recommendations to the overall Board for its consideration.

All members of the Corporate Governance and Nominating Committee have ESG experience, with two members specifically having prior sustainable supply chain and corporate ESG experience. The Corporate Governance and Nominating Committee is actively involved in monitoring the execution of our ESG strategy and conducts quarterly working sessions to review and provide input into ESG plans, goals, and strategies for our business. ESG is regularly a part of the agenda at meetings of the Corporate Governance and Nominating Committee, with a focus on the progress the Company has made toward its ESG goals.

Board and Committee Self-Evaluations

Pursuant to our Corporate Governance Guidelines and committee charters, the Board and its committees annually conduct self-assessments. The Corporate Governance and Nominating Committee oversees the process and reviews the content and format of the evaluations to help ensure that the feedback solicited is relevant and appropriate. Self-evaluation topics generally include, among other matters, Board and committee composition and structure, effectiveness of the Board and committees, meeting agendas and governance and Board

Board of Directors and Corporate Governance

interaction with management. The results of these assessments are discussed with the full Board and each Committee respectively, and based on the results, the Board and the Committees implement enhancements and other modifications as appropriate. Individual feedback is provided to Board members by the Chair of the Board.

Management Succession Planning

Our Corporate Governance and Nominating Committee plays a strategic role in the oversight of talent management and succession planning for the Chief Executive Officer, other executive officer positions and senior leadership roles across the company. On at least an annual basis, the Corporate Governance and Nominating Committee reviews the Company’s succession plan, which includes a discussion regarding transition and succession in the case of an emergency or unplanned vacancy.

Director Orientation and Continuing Education

Our Corporate Governance Guidelines require the Company to maintain an orientation process to onboard new directors. As part of this process, the Company’s management conducts an orientation program for new directors, and each new director receives materials and briefings to permit such director to become familiar with the Company’s business, finances, corporate governance and compensation practices and policies. The Company also provides, on an ongoing basis, additional opportunities for directors to further familiarize themselves with the Company’s business, finances and operations, which may include, among other things, presentations from members of management of the Company and site visits to the Company’s operational sites.

In addition, directors are encouraged to attend a variety of external continuing education programs at the Company’s expense, including programs offered by the National Association of Corporate Directors. Directors participate in such educational opportunities to stay abreast of best practices in corporate governance and the latest trends on subject matters relevant to the Company and its business.

Website Access to Corporate Governance Documents

We have adopted a “Code of Ethics,” as defined in the regulations of the SEC, which applies to all of our directors and employees, including our principal executive officer and principal financial officer. Copies of the charters for committees of our Board, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics, are available free of charge on our website at hain.com under Investors — Corporate Governance or by writing to Investor Relations, The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. If the Company ever were to amend or waive any provision of its Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any of our other filings made with the SEC.

Compensation of Directors

Our compensation program for non-employee directors is designed to:

For each of the last four annual compensation cycles, all of our non-employee directors elected to forgo all cash components of their compensation and receive 100% of their compensation in Company equity awards. Accordingly, the Company has not paid any cash compensation for Board service since calendar year 2018.

Board of Directors and Corporate Governance

Each year, the Compensation Committee and our Board review and determine compensation for our non-employee directors with the assistance of ClearBridge, the Compensation Committee’s independent compensation consultant. On a periodic basis, ClearBridge provides the Compensation Committee with an assessment of trends and developments in director compensation practices and benchmarks our director compensation program against our compensation peer group.

Annual non-employee director compensation covers the period of service between annual meetings of stockholders. With respect to the period from our 2021 annual meeting to the 2022 Annual Meeting, the Compensation Committee recommended, and the Board approved, keeping the prior year’s compensation levels in place. Accordingly, the compensation program for the period from our 2021 annual meeting to the 2022 Annual Meeting remained unchanged and is set forth below.

* All compensation was paid in the form of restricted share units that are scheduled to vest on October 28, 2022.

Fiscal Year 2022 Director Compensation

The following table sets forth the compensation paid by us to our non-employee directors during the fiscal year ended June 30, 2022. All amounts in this table were paid in the form of Company equity awards, and the Company did not pay any Board compensation in cash. Under SEC rules, cash fees forgone at the election of a director are required to be included in the Fees Earned or Paid in Cash column.

Board of Directors and Corporate Governance

Director Stock Ownership Guidelines

The Board strongly believes that directors should have a meaningful ownership interest in the Company and, to that end, has implemented stock ownership guidelines for our directors. The ownership guidelines require directors to own, at a minimum, the value of five times the annual cash compensation for non-employee directors (excluding additional cash compensation to committee Chairs and members) in shares of common stock within five years after a director is first elected to the Board. All directors are currently in compliance with the guidelines or are expected to meet the stock ownership guidelines within the five-year period.

Executive Officers

The following information describes the background and business experience of our executive officers as of the date of this proxy statement:

Executive Officers

Executive Compensation

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) explains our overall compensation philosophy and approach, describes the material components of our executive compensation programs and details the determinations made by the Compensation Committee for the compensation awarded with respect to the Company’s fiscal year ended June 30, 2022 to the following current and former executive officers (“named executive officers” or “NEOs”):

 *  Mr. Idrovo served as Executive Vice President and Chief Financial Officer until February 4, 2022, and Mr. Boever served as Executive Vice President and Chief Commercial Officer until May 6, 2022.

Executive Overview

Fiscal year 2022 was another year of unique challenges and external volatility. While the Company established ambitious financial performance targets and set out its long-term “Hain 3.0” growth strategy, the Company fell short of realizing its goals, as it needed to devote short-term resources to address unprecedented ongoing macroeconomic challenges. During the fiscal year, the Company continued to tackle issues such as rising inflation, supply chain disruption, labor shortages, international unrest and an ongoing global pandemic. In light of these challenges, the Company prioritized servicing its customers and consumers, focusing on its ability to manufacture and deliver products, even at higher costs. We believe that these initiatives are critical to the Company’s long-term success, as we have worked hard to strengthen key relationships with our customers, which will help us establish a strong foundation as we pivot to Hain 3.0.

The Company also focused significant efforts on recruiting and retaining its workforce in a highly competitive environment for talent. However, the Company did not modify any of its incentive plan targets as a result of these challenges and remains committed to ensuring that its executive compensation programs align the executive management team with stockholder interests.

Stockholder Feedback on Compensation

Our Board, the Compensation Committee and our management team value stockholder perspectives on our executive compensation program and consider the outcome of the annual stockholder advisory vote on executive compensation – the “Say on Pay” vote. At our 2021 annual meeting of stockholders in October 2021, the compensation of our named executive officers was approved by over 97% of votes cast. We believe that outcome reflects stockholders’ strong support for the Company’s compensation program.

Members of our management team and Board engage with our institutional stockholders in meetings and calls throughout the year. During fiscal year 2022, we held meetings with 37 institutional stockholders who collectively held approximately 38% of our outstanding common stock.

After considering our 2021 “Say on Pay” results and feedback received from our stockholders through our engagement efforts, the Compensation Committee determined that the Company’s executive compensation philosophy, compensation objectives and compensation elements continued to be appropriate for fiscal year 2022.

Executive Compensation

Executive Compensation Practices at a Glance

Compensation Philosophy and Objectives

Compensation Philosophy

We believe a majority of the compensation for our NEOs should be dependent on the success of our Company so that the interests of our NEOs are aligned with the long-term interests of our stockholders. Accordingly, a majority of executive compensation is designed to be “at risk” and dependent on achieving quantitative performance goals. The Compensation Committee reviews our compensation design and philosophy on at least an annual basis to ensure that our executive compensation program continues to support the Company’s strategy, objectives and stockholder interests.

Executive Compensation Program Objectives

We provide a competitive total compensation package to our executive management team through a combination of base salary, annual incentives, long-term incentives and other compensation, as well as severance and change-in-control arrangements.

The primary objectives of our executive compensation program are to:

Executive Compensation

Our compensation elements are designed to achieve the objectives set forth above as follows:

Compensation Mix

The following charts show the mix of fixed and at risk target annual compensation for our CEO and for our other current NEOs as a group (Messrs. Bellairs, Goldenitsch and Karch and Ms. Meringolo). Fixed compensation represents annual base salaries in effect for fiscal year 2022. At risk compensation is comprised of target annual bonuses under the Annual Incentive Plan and the annual value of the NEOs’ awards under the 2022-2024 Long-Term Incentive Program (in each case annualized to a full year for Mr. Bellairs). Compensation in the charts below reflects target annual compensation, and therefore does not include the value of the Special Recognition RSUs (as described below in this CD&A under “Long-Term Incentive Program”).

		Fixed vs. At Risk Compensation

How Executive Pay is Established

Role of the Compensation Committee

The Compensation Committee reviews and approves all compensation arrangements for our CEO and our other executive officers, including employment agreements, base salaries, annual and long-term incentive arrangements, the form and amount of equity awards, and severance and change-in-control arrangements. The Compensation Committee’s duties include reviewing our compensation strategy on an annual basis to ensure that such strategy supports our objectives and stockholder interests and that executive officers are rewarded in a manner consistent with such strategy.

Our Compensation Committee is authorized to engage an independent compensation consultant to assist the Compensation Committee with its roles and responsibilities. For fiscal year 2022, the Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) as its independent compensation consultant.

Role of Management

From time to time, members of our Human Resources, Finance and Legal departments work with our CEO to recommend certain terms of our compensation plans and programs to the Compensation Committee, to develop

Executive Compensation

financial and other goals that are utilized under those programs and to prepare analyses to assist the Compensation Committee in making its decisions.

Our CEO makes recommendations to the Compensation Committee regarding compensation determinations for other executive officers, but does not participate in compensation determinations regarding his own compensation. Our CEO is subject to the same Company performance goals as our other executive officers, all of which are determined and approved by the Compensation Committee.

Benchmarking / Peer Group

A key objective of our executive compensation program is to ensure that total direct compensation is competitive with the companies against which we compete for talent. The Compensation Committee uses compensation data from a peer group as general guidance and as one of many factors that inform its judgment of appropriate compensation parameters for target compensation levels. When using peer group data, the Compensation Committee references the 50^th percentile, recognizing that the specific positioning for each NEO is determined on a case-by-case basis considering multiple factors.

Each year, the Compensation Committee evaluates its previously-selected peer group and determines which companies best reflect the Company’s competitors for talent. In advance of fiscal year 2022, the Compensation Committee, with the assistance of ClearBridge, conducted its annual evaluation of the Company’s peer group to be used in connection with fiscal year 2022 compensation determinations. The Compensation Committee and ClearBridge evaluated existing peer group companies and potential new peer group companies with respect to enterprise value, revenue and industry. Based on this review, the Compensation Committee replaced Fresh Del Monte Produce Inc., Prestige Consumer Healthcare Inc. and SunOpta Inc., which were included in the fiscal year 2021 peer group, with BellRing Brands, Inc. and Utz Brands, Inc. As a result of these changes, our peer group for fiscal year 2022 was established as follows:

Base Salary

The base salaries of our NEOs are reviewed on an annual basis by our Compensation Committee and our CEO (other than with respect to his own salary which is reviewed and determined by our Compensation Committee). This review is supplemented by market data, as well as assessments of the performance of our executive officers by our Compensation Committee. We pay base salaries to our NEOs to compensate them for their day-to-day services. The salaries typically are used to recognize the experience, skills, knowledge, past performance and responsibilities of each NEO.

Executive Compensation

The following table shows the changes to the annual base salaries of the NEOs that were implemented during fiscal year 2022.

Annual Incentive Plan

A key executive compensation objective is to have a majority of each NEO’s compensation be tied to the Company’s performance. To this end, the Company’s Annual Incentive Plan (“AIP”) is based on performance against key financial objectives designed to drive the specific performance needed to foster the Company’s growth and profitability.

Fiscal Year 2022 AIP Performance Metrics and Goals

At the beginning of fiscal year 2022, the Company set forth its Hain 3.0 strategy, which is aimed at building a global health and wellness company with industry-leading topline growth. While the Company’s Hain 2.0 strategy during fiscal years 2019-2021 was centered on simplifying the Company’s business and setting the foundation for profitable growth, the transition to Hain 3.0 includes a focus on realizing that topline growth. As a result, while the Company’s AIP in fiscal years 2019-2021 included a single performance metric, namely adjusted EBITDA, the Compensation Committee decided that the AIP for fiscal year 2022 (the “2022 AIP”) would include net sales as a performance metric in addition to adjusted EBITDA.¹ The Compensation Committee determined that adjusted EBITDA would be weighted at 75% and net sales would be weighted at 25% for fiscal year 2022.

For purposes of the 2022 AIP, adjusted EBITDA is defined as adjusted EBITDA as reported in the Company’s fiscal year 2022 financial results, subject to a foreign currency rate limit.² As reported adjusted EBITDA is calculated as net income (loss) before income taxes, net interest expense, depreciation and amortization, impairment of long-lived and intangible assets, equity in the earnings of equity-method investees, stock-based compensation, productivity and transformation costs, and other non-recurring items such as litigation related to a specific non-recurring matter.

Based on the Company’s budget for fiscal year 2022, the Compensation Committee established a range of goals for adjusted EBITDA and net sales and the associated payout percentages with respect to the 2022 AIP. Threshold goals were established at 90% of target and maximum goals were established at 110% of target. For each weighted metric, payouts range from 50% of target for achievement of the threshold goal to 200% of target for achievement of the maximum goal. For Company performance between specifically enumerated goals, the payout percentage is interpolated on a straight-line basis.

Executive Compensation

The Company subsequently completed the acquisition of entities doing business as That’s How We Roll, the producer and marketer of ParmCrisps^® and Thinsters^®. As contemplated by the 2022 AIP, the Compensation Committee increased the adjusted EBITDA and net sales goals based on the Company’s investment assumptions for the acquired business. The resulting ranges of adjusted EBITDA and net sales goals and associated payout percentages for our U.S.-based NEOs are set forth below, along with the baseline fiscal year 2021 performance used by the Committee in designing the 2022 AIP.

* The baseline fiscal year 2021 performance used by the Compensation Committee for purposes of designing the 2022 AIP reflects equitable adjustments to the Company’s reported fiscal year 2021 results to account for the impact of dispositions completed during fiscal year 2021. The baseline fiscal year 2021 performance figures have been further increased on a pro forma basis to include the Company’s investment assumptions for the That’s How We Roll acquired business for fiscal year 2022.

Wolfgang Goldenitsch serves as the Company’s Chief Executive Officer, International. Based on his responsibilities for overseeing most of the Company’s International business, the Compensation Committee determined that 75% of his 2022 AIP opportunity would be based on adjusted EBITDA and net sales goals for the International business overseen by Mr. Goldenitsch, and 25% of his opportunity would be based on the above-listed total Company goals. Accordingly, Mr. Goldenitsch’s 2022 AIP opportunity was based on International adjusted EBITDA (56.25%), International net sales (18.75%), total Company adjusted EBITDA (18.75%) and total Company net sales (6.25%). As was the case for the total Company goals, the Compensation Committee considered fiscal year 2021 performance and the Company’s fiscal year 2022 budget in establishing appropriate goals for International adjusted EBITDA and International net sales.

2022 AIP Award Opportunities

Based on their target annual bonus percentages and the terms of the 2022 AIP, the NEOs had the opportunity to receive the awards shown below for fiscal year 2022 under the 2022 AIP.

* Mr. Bellairs joined the Company in January 2022. Dollar amounts in the table for Mr. Bellairs are prorated at a rate of 43.5% based on his start date with the Company.

Individual Performance Factor

After Company performance is measured against the performance goals, the Compensation Committee can increase or decrease payouts based on an individual performance factor of 0% to 150% of the calculated payout that is based on Company performance (capped at the maximum payout of 200% of the NEO’s target award amount). Individual performance factors are determined considering each NEO’s performance against objectives, goals, strategies and measures (OGSMs) for their role, including their leadership of their functional area, their contribution to the Company’s overall performance during the year and other factors. The individual performance

Executive Compensation

factor also takes into account the impact of cash flow targets within each NEO’s personal objectives for the fiscal year.

Fiscal Year 2022 AIP Payout Determinations

On August 25, 2022, the Company reported adjusted EBITDA of $200.6 million and net sales of $1,891.8 million for fiscal year 2022. Adjusted EBITDA for purposes of the 2022 AIP was not impacted by the foreign currency rate limit set forth in the 2022 AIP. Net sales for purposes of the 2022 AIP were $1,893.6 million after applying the foreign currency rate limit set forth in the 2022 AIP.

For all NEOs currently employed by the Company other than Mr. Goldenitsch, that performance resulted in a total payout percentage of 19.0% of target based on Company performance, prior to application of the individual performance factors. The adjusted EBITDA portion of the 2022 AIP did not pay out, and the net sales portion paid out at 19.0% out of a possible 25.0%.

The Compensation Committee determined that, as was the case for fiscal years 2019-2021, Mr. Schiller’s 2022 AIP payout would not be subject to an individual performance factor. Mr. Schiller’s 2022 AIP payout was therefore earned at 19.0% of his target bonus amount based on Company performance.

Mr. Bellairs’ January 2022 offer letter with the Company provided that his minimum payout under the 2022 AIP would be his target bonus opportunity, prorated based on his start date with the Company, which was agreed upon in order to attract Mr. Bellairs to the Company. Since Company performance in fiscal year 2022 would have led to a lower payout, this provision resulted in Mr. Bellairs’ 2022 AIP payout being made at his prorated target bonus opportunity.

For Mr. Goldenitsch, Company performance resulted in a payout percentage of 4.8% of target. The threshold adjusted EBITDA and net sales goals for the International business overseen by Mr. Goldenitsch were not attained, nor was total Company adjusted EBITDA. As was the case for the other NEOs, total Company net sales were above the threshold goal and below the target goal, but total Company net sales were meaningfully less weighted for Mr. Goldenitsch relative to our U.S.-based NEOs. Given the fiscal year 2022 performance of the International business, Mr. Schiller and Mr. Goldenitsch agreed that it would be appropriate for Mr. Goldenitsch not to receive a 2022 AIP payout. Mr. Schiller made such recommendation to the Compensation Committee, and the committee agreed.

The Compensation Committee, in consultation with Mr. Schiller, reviewed the fiscal year 2022 performance of the other current NEOs and applied individual performance factors. Based on the foregoing, the Compensation Committee approved the below payouts to the NEOs under the 2022 AIP.

Long-Term Incentive Program

We believe that equity grants serve our compensation objectives by linking the compensation of our key employees to our long-term strategic plan and further align such employees with our stockholders since the value of equity awards will increase or decrease with the changes in the value of our common stock. Grants are generally made under a performance-based long-term incentive program (“LTIP”). Participants in the LTIP include our executive officers, including the NEOs, and other key employees.

Executive Compensation

Vesting of 2019-2021 LTIP

Prior to fiscal year 2019, LTIP awards were generally made annually with a three-year performance period. For fiscal years 2019-2021, instead of receiving an annual grant, NEOs and other employees generally received front-loaded LTIP awards in fiscal year 2019 under the 2019-2021 LTIP meant to represent three years’ worth of long-term incentive value through the end of fiscal year 2021. The structure of the 2019-2021 LTIP aligned with the Company’s turnaround strategy, which involved a focus on longer-term, sustainable improvements that directly drive stockholder value. Specifically, awards under the 2019-2021 LTIP were in the form of performance share units (“PSUs”) with performance goals for three-year compound annual total shareholder return over a performance period from November 6, 2018 to November 6, 2021. The Compensation Committee elected to establish a rigorous threshold and target three-year compound annual total shareholder return goal of 15%, which significantly exceeded the historical median three-year compound annual total shareholder return for the Company’s fiscal year 2019 peer group, the S&P Food & Beverage Select Industry Index and the Russell 3000 Index. There were no payouts for performance below the target performance goal, and payouts could be at 150%, 200%, 250% or 300% of target for three-year compound annual total shareholder return of at least 20%, 25%, 30% or 35%, respectively. The Company’s three-year compound annual total shareholder return during the performance period was 16.7%, achieving the target performance goal, and the PSUs under the 2019-2021 LTIP were earned at the target level in November 2021.

2022-2024 LTIP

Background

With the Company’s announcement of a transition to its Hain 3.0 strategy at the beginning of fiscal year 2022, the Compensation Committee determined that the front-loaded LTIP structure that was in place for Hain 2.0 was no longer appropriate under the present circumstances and that the appropriate LTIP structure for fiscal year 2022 would be a return to granting one year’s worth of long-term incentive value with a three-year performance period. The Compensation Committee also noted that, with the vesting of the front-loaded 2019-2021 LTIP in November 2021, the NEOs and other key employees had no outstanding long-term incentive awards. Accordingly, the Compensation Committee sought to use a mix of equity award types under the 2022-2024 LTIP that would provide an appropriate balance among the Company’s objectives of stockholder alignment, pay-for-performance and retention of executives.

In order to achieve this balance, the Compensation Committee determined to use a mix of time-vested restricted share units (“RSUs”) and PSUs. The use of RSUs would ensure that the 2022-2024 LTIP would provide some retention value to the NEOs and other key employees, as well as support the Company’s stockholder alignment objectives. To ensure appropriate performance incentives, the Compensation Committee decided to grant two types of PSUs with a three-year performance period from November 18, 2021 to November 17, 2024 (the “PSU Performance Period”), using both relative total shareholder return and absolute total shareholder return as metrics.

It was determined that the President and Chief Executive Officer would receive 40% of his 2022-2024 LTIP value in RSUs and 60% of the value in PSUs. The other NEOs would receive 50% of their 2022-2024 LTIP value in RSUs and 50% of the value in PSUs. Of the value received in PSUs, 67% would be in PSUs based on relative total shareholder return and 33% would be in PSUs based on absolute total shareholder return.

All NEOs other than Mr. Bellairs received awards under the 2022-2024 LTIP on November 18, 2021. Mr. Bellairs joined the Company in January 2022 and received prorated awards under the 2022-2024 LTIP on January 18, 2022.

Accordingly, the three types of awards granted under the 2022-2024 LTIP were:

Executive Compensation

Terms of 2022-2024 LTIP Awards

The LTIP RSUs vest 33-1/3% per year over three years, with vesting dates of November 18, 2022, 2023 and 2024. The LTIP RSUs provide for accelerated vesting upon death, disability or a termination without cause that occurs within 12 months following a change in control.

Payouts under the Relative TSR PSUs and the Absolute TSR PSUs can range from 0% to 200% of the target number of PSUs based on Company performance over the PSU Performance Period, with attainment of the threshold goal resulting in a payout of 50% of the target number of PSUs. In establishing the performance goals, the Compensation Committee analyzed and considered historical market return levels in order to support pay-for-performance objectives.

The performance goals and potential payouts for the Relative TSR PSUs and the Absolute TSR PSUs are shown in the following table. Straight-line interpolation applies between performance levels and payouts.

For the Relative TSR PSUs, Total Shareholder Return means a company’s total shareholder return during the PSU Performance Period, which is calculated as (i) the company’s average closing share price over the final 20 trading days of the PSU Performance Period minus the company’s closing share price on the day prior to the start of the PSU Performance Period, plus reinvested dividends, divided by (ii) the company’s closing share price on the day prior to the start of the PSU Performance Period.

For the Absolute TSR PSUs, Compound Annual Total Shareholder Return means the compound annual growth rate over the PSU Performance Period, expressed as a percentage, from the closing price of the Company’s common stock on the day prior to the start of the PSU Performance Period ($40.78) to the average closing share price per share of the Company’s common stock over the final 20 trading days of the PSU Performance Period, plus reinvested dividends over the PSU Performance Period.

Vesting of the Relative TSR PSUs and the Absolute TSR PSUs may be accelerated upon certain qualifying terminations of employment, including certain terminations following a change in control, subject to the attainment of the performance goals measured through the date of the applicable acceleration event or earlier change in control. See “Potential Payments upon Termination or Change in Control” beginning on page 43.

Mr. Bellairs joined the Company in January 2022, two months into the PSU Performance Period, and received prorated awards under the 2022-2024 LTIP. The closing stock price on the grant date of Mr. Bellairs’ Relative TSR PSUs and Absolute TSR PSUs (January 18, 2022) was $36.77, which was 9.8% below the $40.78 starting Company stock price for purposes of calculating TSR for the Relative TSR PSUs and Absolute TSR PSUs. As such, the Compensation Committee determined that it would be appropriate for Mr. Bellairs’ Relative TSR PSUs and Absolute TSR PSUs to have the same terms as the awards granted to the other NEOs.

Executive Compensation

Award Amounts

The following table shows the details of the number of LTIP RSUs, Relative TSR PSUs and Absolute TSR PSUs received by the NEOs during fiscal year 2022 as part of the 2022-2024 LTIP, as well as the annual long-term incentive value and allocation among award types used to determine the number of awards received by each NEO.

Special Recognition RSUs

Background

The beginning of fiscal year 2022 was a critical time for the Company, as the Company transitioned from its Hain 2.0 strategy to its Hain 3.0 strategy. Mr. Schiller and the Compensation Committee noted that, with the vesting of the front-loaded 2019-2021 LTIP in November 2021, the NEOs and other key employees had no outstanding equity awards that would provide retention value. Additionally, with the Company transitioning to its Hain 3.0 strategy, which also coincided with the increase in volatility of the workforce market, Mr. Schiller and the Compensation Committee determined that it was crucial to recognize the efforts of certain of the NEOs and other key employees, to provide appropriate incentives for those individuals to remain with the Company during the critical transition. Mr. Schiller and the Compensation Committee concluded that it would be appropriate and in the best interest of the Company to grant special recognition RSUs with 100% cliff vesting on December 31, 2023 (the “Special Recognition RSUs”) in order to address the specific transition from the front-loaded 2019-2021 LTIP awards as well as for retention purposes in light of the new Hain 3.0 strategy and the volatile workforce market.

Terms of the Special Recognition RSUs

The Special Recognition RSUs provide for 100% cliff vesting on December 31, 2023, subject to the recipient’s continued employment with the Company through the vesting date. The Special Recognition RSUs provide for accelerated vesting upon death, disability or a termination without cause that occurs within 12 months following a change in control, and provide for accelerated vesting on a prorated basis upon a termination without cause other than within 12 months following a change in control.

Award Amounts

In determining the number of Special Recognition RSUs to award to each NEO, the Compensation Committee analyzed each individual’s situation to determine an appropriate award amount. Specifically, the Compensation Committee reviewed each individual’s role, performance, and criticality to execution against the Hain 3.0 strategy. In addition, the Compensation Committee reviewed each individual’s current compensation opportunities and market data for their roles, to ensure the total compensation package was fully competitive (inclusive of the Special Recognition RSUs) and effective in retaining the executives and creating appropriate stockholder alignment.

Executive Compensation

The following table shows the number of Special Recognition RSUs approved by the Compensation Committee and received by the NEOs and the value used to determine the number of Special Recognition RSUs.

* Mr. Boever’s Special Recognition RSUs were forfeited in connection with his departure from the Company in May 2022.

Other Compensation Elements

Benefits

Our U.S.-based NEOs are eligible for the same level and offering of benefits that we make available to other employees, including our 401(k) plan, health care, dental and vision plans, life insurance plans and other employee benefit programs. We do not have any defined benefit pension plans or executive supplemental retirement programs in the United States.

Mr. Goldenitsch is employed by an Austrian subsidiary of the Company and receives benefits that are customary for a senior executive in Austria. These include Company-paid pension insurance and accident insurance, a Company-provided car and Company-paid internet service at home. Mr. Goldenitsch’s pension insurance arrangement, which amounted to €45,583 (or $51,391) in Company payments in fiscal year 2022 for his benefit, is a defined contribution retirement benefit that has been in place since before Mr. Goldenitsch became an executive officer of the Company in December 2021 and before the Company’s 2015 acquisition of the Mona Group through which Mr. Goldenitsch joined the Company.

Severance and Change-in-Control Arrangements

The Compensation Committee believes that severance and change-in-control benefits are important for attracting and retaining executive talent, helping to ensure that NEOs can remain focused during periods of uncertainty and neutralizing the potential conflict of our key executives when faced with a potential change in control. Our form of change-in-control agreement for all NEOs includes market-typical provisions. For a complete description of the severance and change-in-control benefits we have agreed to provide to the NEOs, see “Potential Payments upon Termination or Change in Control” beginning on page 43.

Other Compensation Policies and Considerations

Executive Stock Ownership Guidelines

The Compensation Committee believes that requiring NEOs and other key employees to hold significant amounts of our common stock strengthens their alignment with the interests of our stockholders and promotes achievement of long-term business objectives. To this end, the Compensation Committee has adopted stock ownership guidelines that require key members of the Company’s management team to own minimum amounts of the Company’s common stock. The guidelines for senior management are set forth below:

Members of management subject to the guidelines have until five years after appointment to achieve the ownership target. The dollar value of shares which must be acquired and held equals a multiple of the individual executive’s base salary. Ownership requirements automatically update whenever a change in base salary occurs. In addition to shares of common stock held outright, time-vested RSUs count toward the ownership target. Failure by an employee subject to these guidelines to meet or to show sustained progress toward meeting the ownership target may result in a payout of annual cash incentive awards in stock.

Executive Compensation

Compensation Recoupment Policy

We have adopted a compensation recoupment policy, also known as a “clawback” policy, in connection with cash and equity incentive compensation for executive officers. The policy provides that, if the Company is required to restate its financial statements filed with the SEC, the Compensation Committee may require reimbursement or forfeiture of cash and equity incentive compensation paid or granted to executive officers to the extent their compensation would have been lower under the restated results, regardless of whether the executive officer was involved in or had knowledge of any misconduct or other facts leading to the restatement.

Policy Against Hedging, Pledging and Other Transactions

Our Insider Trading Policy prohibits our directors, executive officers and other employees from entering into derivative contracts or hedging transactions with respect to Company shares, including buying or selling put or call options. The Insider Trading Policy also prohibits our directors, executive officers and other employees from purchasing Company shares on margin, borrowing against the value of Company shares or pledging Company shares as collateral for a loan, or engaging in short sales of Company shares.

Tax and Accounting Considerations

The Compensation Committee considers the tax impact of various aspects of the compensation program for our NEOs. However, the Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and its stockholders, including awarding compensation that may not be deductible for tax purposes.

The Compensation Committee also considers the effect of certain accounting rules that apply to the various aspects of the compensation program for our NEOs. The Compensation Committee reviews potential accounting effects in determining whether its compensation actions are in the best interests of the Company and its stockholders.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the information in the Compensation Discussion and Analysis included in the Company’s proxy statement with the management of the Company. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that such Compensation Discussion and Analysis be included in the Company’s proxy statement and be incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended June 30, 2022.

The Compensation Committee

Glenn W. Welling, Chair

Celeste A. Clark

Michael B. Sims

The foregoing Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Executive Compensation

Executive Compensation Tables

Summary Compensation Table

The following table sets forth the compensation paid by us to our NEOs for services rendered during the last three fiscal years.