Hain Celestial Seeks Shareholder Backing Amid Turnaround Efforts

Ticker: HAIN · Form: DEF 14A · Filed: Sep 18, 2025 · CIK: 910406

Sentiment: mixed

Topics: Proxy Statement, Corporate Governance, Executive Compensation, Director Elections, Shareholder Meeting, Food & Beverage, Turnaround Strategy

Related Tickers: HAIN

TL;DR

**HAIN is trying to right the ship with a new strategy and board votes, but the path to profitability looks long and uncertain.**

AI Summary

Hain Celestial Group Inc. (HAIN) is holding its 2025 Annual Meeting virtually on October 30, 2025, to vote on the election of seven director nominees, an advisory vote on named executive officer compensation for fiscal year ended June 30, 2025, ratification of Ernst & Young LLP as independent accountants, and approval of an amendment to the 2022 Long Term Incentive and Stock Award Plan. The company reported Organic Net Sales of $1,443.6 million and Adjusted EBITDA of $113.8 million for fiscal year 2025. HAIN is implementing a turnaround strategy focused on streamlining its portfolio, driving productivity, accelerating brand renovation, strengthening digital capabilities, and implementing strategic revenue growth management. The company aims to improve its trajectory, deliver cash, and pay down debt, despite acknowledging that sustainable growth will take time. The Board emphasizes its commitment to effective corporate governance, including annual self-evaluations and robust compensation practices.

Why It Matters

This DEF 14A filing outlines key governance decisions and strategic direction for Hain Celestial, a global leader in better-for-you food and beverage. Investors will decide on board composition and executive compensation, directly influencing future leadership and incentive structures. The company's stated turnaround strategy, focusing on portfolio streamlining and productivity, is critical for its competitive standing against larger food conglomerates and agile health-focused brands. Employees and customers will be impacted by the success of these strategic shifts, which aim to drive sustainable growth and financial health in a competitive market.

Risk Assessment

Risk Level: medium — The filing explicitly states, 'Following a challenging fiscal year, we are creating greater financial flexibility by rapidly resetting our cost structure...' and 'Though the path to sustainable growth will take time...' This indicates ongoing operational challenges and a prolonged period before expected recovery, despite the reported Organic Net Sales of $1,443.6 million and Adjusted EBITDA of $113.8 million for fiscal year 2025.

Analyst Insight

Investors should carefully review the proposed amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan, as it could impact future dilution and executive incentives. Monitor the company's progress on its five-point turnaround strategy, particularly its ability to deliver cash and pay down debt, as these are critical indicators of financial health.

Financial Highlights

debt To Equity
Not specified
revenue
$1,443.6M
operating Margin
Not specified
total Assets
Not specified
total Debt
Not specified
net Income
Not specified
eps
Not specified
gross Margin
Not specified
cash Position
Not specified
revenue Growth
Not specified

Executive Compensation

NameTitleTotal Compensation
UnknownCEO$X
UnknownCFO$X
UnknownOther Named Executive Officers$X

Key Numbers

Key Players & Entities

FAQ

What are the key proposals for stockholders at the Hain Celestial 2025 Annual Meeting?

At the Hain Celestial 2025 Annual Meeting, stockholders will vote on the election of seven director nominees, an advisory vote on named executive officer compensation for the fiscal year ended June 30, 2025, the ratification of Ernst & Young LLP as independent accountants, and the approval of an amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan.

What were Hain Celestial's key financial highlights for fiscal year 2025?

For the fiscal year ended June 30, 2025, Hain Celestial reported Organic Net Sales of $1,443.6 million and Adjusted EBITDA of $113.8 million. These figures are key performance measures used in the company's annual incentive program.

Who are the current leaders of Hain Celestial's Board of Directors?

Dawn Zier serves as the Independent Chair of the Board for Hain Celestial, and Alison E. Lewis is the Interim President and Chief Executive Officer and a Director. These roles have been separated since 2018.

What is Hain Celestial's strategy to improve its business trajectory?

Hain Celestial's focused turnaround strategy involves five key actions: streamlining the portfolio, driving productivity and working capital efficiency, accelerating brand renovation and innovation, strengthening digital capabilities, and implementing strategic revenue growth management & pricing. The company aims to deliver cash and pay down debt.

How does Hain Celestial address corporate governance and stockholder rights?

Hain Celestial is committed to effective corporate governance, including annual Board and Committee self-evaluations, regular executive sessions, and robust compensation best practices. Stockholder rights include the ability to act by written consent, call a special meeting, annual election of directors, majority voting in uncontested director elections, and proxy access.

What is the 'Say on Pay' vote at the Hain Celestial Annual Meeting?

The 'Say on Pay' vote is an advisory vote regarding the compensation of Hain Celestial's named executive officers for the fiscal year ended June 30, 2025. The Board of Directors recommends a 'FOR' vote on this proposal.

What is the purpose of amending The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan?

The purpose of amending the 2022 Long Term Incentive and Stock Award Plan is to approve a proposed additional share pool. The Board of Directors unanimously recommends a 'FOR' vote on this proposal.

When and where will the Hain Celestial 2025 Annual Meeting be held?

The Hain Celestial 2025 Annual Meeting will be held virtually on Thursday, October 30, 2025, at 12:30 p.m., Eastern Time. Stockholders can participate online at www.virtualshareholdermeeting.com/HAIN2025 using their 16-digit control number.

What are some of Hain Celestial's Impact strategy highlights for a healthier planet?

Hain Celestial's Impact highlights for a healthier planet include achieving a B CDP Climate Score (its highest since 2016), diverting 81% of food waste from landfill in North America, and procuring 66% of renewable electricity for its operated facilities globally, all as of June 30, 2024.

How does Hain Celestial ensure director independence and board refreshment?

All director nominees, except the Interim Chief Executive Officer, are independent. The Board has achieved 100% refreshment over the past eight years, 57% over the past six years, and 29% over the past two years, with a focus on evolving strategic and commercial capabilities.

Risk Factors

Industry Context

Hain Celestial operates in the highly competitive 'better-for-you' food and beverage sector, characterized by evolving consumer preferences towards health and wellness. The industry sees growth driven by demand for plant-based, organic, and sustainable products, but also faces intense competition from both large CPG companies and agile niche brands. Supply chain efficiency, brand innovation, and effective marketing are critical for success.

Regulatory Implications

As a global food and beverage producer, Hain Celestial is subject to extensive regulations concerning food safety, labeling, and ingredient sourcing across various jurisdictions. Compliance with these evolving standards is paramount to avoid costly recalls, fines, and reputational damage. Changes in trade policies or environmental regulations could also impact operations and costs.

What Investors Should Do

  1. Vote FOR the election of all seven director nominees to ensure experienced leadership continues to guide the company.
  2. Vote FOR the advisory resolution on executive compensation to support the Compensation Committee's pay practices.
  3. Vote FOR the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
  4. Vote FOR the approval of the amendment to the 2022 Long Term Incentive and Stock Award Plan to support long-term employee incentives.
  5. Review the company's turnaround strategy and monitor progress towards achieving Organic Net Sales and Adjusted EBITDA targets in future filings.

Key Dates

Glossary

DEF 14A
A proxy statement filed by a company with the SEC when it is soliciting shareholder votes for its annual meeting. (This document contains the information shareholders need to vote on proposals, including director elections and executive compensation.)
Organic Net Sales
Net sales excluding the impact of acquisitions and divestitures, providing a clearer view of underlying sales performance. (A key performance indicator for the company's core business growth, used in incentive programs.)
Adjusted EBITDA
Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain non-recurring or non-cash items. (A non-GAAP measure used to assess operational performance and profitability, also a component of incentive compensation.)
Named Executive Officers (NEOs)
The top executive officers of a company, typically the CEO, CFO, and other highest-paid executives. (Their compensation is subject to an advisory shareholder vote (Say-on-Pay).)
Long Term Incentive and Stock Award Plan
A company plan that provides equity-based awards (like stock options or restricted stock) to employees to incentivize long-term performance and retention. (Shareholders are voting on an amendment to this plan, which affects future executive and employee compensation.)
Turnaround Strategy
A plan implemented by a company facing financial difficulties or underperformance to improve its financial health and operational efficiency. (Hain Celestial is actively pursuing such a strategy, and its success is critical for future performance.)

Year-Over-Year Comparison

This filing focuses on the 2025 Annual Meeting, with reported Organic Net Sales of $1,443.6 million and Adjusted EBITDA of $113.8 million for fiscal year 2025. Specific comparative figures to the prior year's filing (e.g., revenue growth, margin changes) are not detailed within this DEF 14A's summary sections. New risks related to the execution of the turnaround strategy and ongoing market competition are highlighted.

Filing Stats: 4,393 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2025-09-18 16:01:27

Key Financial Figures

Filing Documents

Executive Compensation

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 EBITD A A- 1 Report 40

Executive Compensation Tables

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 PROPOSAL 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. Proxy Statement Summary Proxy materials, including this proxy state

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