HAIN Hain Celestial Group Inc

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 the 2019 Annual Meeting

and Proxy Statement

Tuesday, November 19, 2019 at 9:00 a.m. Eastern Time

1111 Marcus Avenue, Lake Success, New York 11042

THE HAIN CELESTIAL GROUP, INC. 1111 Marcus Avenue Lake Success, NY 11042 516-587-5000

To the Stockholders of THE HAIN CELESTIAL GROUP, INC.:

The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of The Hain Celestial Group, Inc. will be held on Tuesday, November 19, 2019 at 9:00 a.m., Eastern Time, at 1111 Marcus Avenue, Lake Success, New York. You may also listen to the Annual Meeting by audio webcast at www.virtualshareholdermeeting.com/HAIN2019. We are holding the Annual Meeting for the following purposes:

These matters are more fully described in the attached proxy statement, which is made a part of this notice.

Only stockholders of record as of the close of business on October 3, 2019 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 (and at the Annual Meeting) at our principal executive office located at 1111 Marcus Avenue, Lake Success, New York.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 19, 2019: A complete set of proxy materials relating to our Annual Meeting is available on the Internet. These materials, consisting of the Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K to Stockholders for the fiscal year ended June 30, 2019, may be viewed at http://www.hain.com/proxy.

By order of the Board of Directors,

Kristy Meringolo

Senior Vice President, General Counsel, Corporate

Secretary and Chief Compliance Officer

Dated: October 11, 2019

Directions to the Annual Meeting of Stockholders

From New York City: Take the Long Island Expressway East to the Cross Island Parkway South (Exit 31S), to the Grand Central Parkway East (Exit 29E). The Grand Central Parkway becomes the Northern State Parkway. Take Exit 25N towards Lakeville Road/New Hyde Park Road/Great Neck. Cross over Marcus Avenue into the 1111 Marcus Avenue complex. Park in HAIN designated spots in the northwest parking lot. Enter Building 1.

From Eastern Long Island: Take the Northern State Parkway West to Exit 25S towards Lakeville Road/New Hyde Park Road/Great Neck. Turn right onto Lakeville Road. Make the first left onto Marcus Avenue. 1111 Marcus Avenue will be on the right. Park in HAIN designated spots in the northwest parking lot. Enter Building 1.

Long Island Rail Road: Take the Port Jefferson Branch Line to the New Hyde Park Station. Take a taxi or ride-hailing service to 1111 Marcus Avenue, Lake Success, New York. Enter Building 1.

Directions for Listening to the Annual Meeting by Audio Webcast

You may also listen to the Annual Meeting by audio webcast at www.virtualshareholdermeeting.com/HAIN2019. You will need to enter the control number received with your proxy materials to listen to the meeting. Please note that you will not be able to vote your shares via the webcast.

THE HAIN CELESTIAL GROUP, INC.

PROXY STATEMENT

TABLE OF CONTENTS

The Hain Celestial Group, Inc. 2019 Proxy Statement					TOC

PROPOSAL NO. 1 ELECTION OF DIRECTORS

General

Our Board of Directors is currently composed of nine members, all of whom will stand for re-election at the Annual Meeting. It is proposed that the nominees standing for election be elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

The Board has nominated, and the proxies will vote to elect, unless otherwise directed, the following individuals as members of the Board of Directors to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified: Richard A. Beck, Dr. Celeste A. Clark, Dean Hollis, Shervin J. Korangy, Roger Meltzer, Mark L. Schiller, Michael B. Sims, Glenn W. Welling and Dawn M. Zier. Each nominee has consented to be nominated and to serve, if elected.

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Information about the Nominees

Richard A. Beck has been a director since October 2019. Mr. Beck is the founder of Biltmoore Consulting, a consulting firm that advises clients in operations, supply chain optimization, logistics and general management. Prior to founding Biltmoore Consulting in 2016, Mr. Beck served as Senior Vice President, Global Operations of PepsiCo, Inc., one of the world’s leading food and beverage companies, from February 2011 to April 2016. In this role, Mr. Beck established the company’s global operations function and led various successful initiatives that improved productivity, drove automation, technology and global systems and improved environmental, health and safety metrics. Prior to this, Mr. Beck had served in other roles of increasing responsibility for PepsiCo from 1993 to 2011, including President/SVP of Gatorade, SVP, PepsiCo Chicago and SVP, Operations for Frito-Lay. In these roles, Mr. Beck oversaw the manufacturing and distribution of some of PepsiCo’s key brands and led various productivity, environmental and sustainability initiatives. Prior to joining PepsiCo, Mr. Beck served in positions of increasing responsibility at General Electric from 1981 to 1993.

Key Attributes, Experience and Skills:

Mr. Beck brings extensive experience in the food and beverage industry. Through his various roles throughout his career, Mr. Beck has developed significant expertise in management, logistics and supply chain optimization, which make him a valuable contributor to the Board.

Dr. Celeste A. Clark has been a director since September 2017. Dr. Clark is currently an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University, where she has served in such position since January 2012. She also has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. She previously served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was the Chief Sustainability Officer. She was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years in the food industry. At Kellogg Company, she was responsible for the development and implementation of health, nutrition and regulatory science initiatives globally to ensure consistency in approach and implementation. In addition, she also led global corporate communications, public affairs, philanthropy and several administrative functions. During the past five years, she has served on the boards of several public and privately held companies including Mead Johnson Nutrition Company, a pediatric nutrition company, beginning in 2011 until being acquired by Reckitt Benckiser plc in 2017; Diamond Foods, Inc., a leading branded snacks supplier, beginning in 2014 until being acquired by Snyder’s-Lance, Inc. in 2016; AdvancePierre Foods Holdings, Inc., a producer and distributor of ready-to-eat sandwiches, beginning in 2016 until being acquired by Tyson Foods, Inc. in 2017; and Omega Protein Corporation, a manufacturer of fish meal and fish oils, until being acquired in 2017. In 2018, Dr. Clark was elected to the board of directors of Wells Fargo & Company and also serves as a trustee of the W.K. Kellogg Foundation.

Key Attributes, Experience and Skills:

Dr. Clark brings significant industry experience in various nutrition, consumer products, public policy, risk management and governance matters to our Board. She also brings extensive experience on sustainability matters to the Board and serves as a key resource for our Sustainability Department. Dr. Clark has served on a number of public company boards, which have provided her with a broad understanding of the operational, financial and strategic issues facing public companies.

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Dean Hollis has been a director since September 2017 and has been Chair of the Board since December 2018. He is a senior advisor for Oaktree Capital, a $100 billion worldwide private equity firm. Prior to 2008, Mr. Hollis was President and Chief Operating Officer, ConAgra Foods, Consumer Foods and International. In that role, Mr. Hollis developed and executed a worldwide business transformation strategy, while overseeing the largest part of the ConAgra Foods portfolio, including its $12 billion consumer and customer branded businesses, consisting of over 40 global brands in 110 countries. During his 21 years with ConAgra Foods, he held many executive level positions, including: Executive Vice President, Retail Products; President, Grocery Foods; President, Frozen Foods; President, Specialty Foods; and President, Gilardi Foods. Since October 2016, he has been a director and chair of the board of SunOpta Inc., a worldwide leader in healthy foods, specializing in non-GMO and organic products. From 2008 until its 2017 sale to Tyson Foods, Mr. Hollis served as chair of the board and on the compensation committee of AdvancePierre Foods Holdings, Inc., a producer and distributor of ready-to-eat sandwiches. Until its sale to Snyder’s-Lance Inc. in early 2016, he also served on the board of Diamond Foods, Inc., a leading branded snacks supplier, where he served on the audit and nominating and governance committees. Also, until its sale to Pinnacle Foods Inc. in January of 2016, Mr. Hollis served as chair of the board of directors and on the audit committee of Boulder Brands, Inc., a leader and innovator in health and wellness foods. Until October 2015, he also served on the board of Landec Corporation, a developer and marketer of patented polymer products for food, agriculture and licensed partner applications, where he chaired the compensation committee.

Key Attributes, Experience and Skills:

As a result of the various positions he has held in the food industry, Mr. Hollis brings relevant operational experience to our Board. In addition, he has served on a number of public company boards, which have provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

Shervin J. Korangy has been a director since September 2017. Since May 2019, he has served as the President and Chief Executive Officer of BVI Medical, Inc. (“BVI”), a Texas Pacific Group portfolio company that is a global developer, manufacturer and marketer of specialty products for ophthalmic surgery. Prior to being named President and Chief Executive Officer of BVI, Mr. Korangy served as BVI’s Chief Financial Officer and Head of Strategy from April 2017 to May 2019. Prior to joining BVI, Mr. Korangy served as a senior executive of Novartis Group AG, a diversified healthcare products company, from 2010 until March 2017. During his almost seven years at Novartis, he served in various international capacities spanning strategy, M&A, integrations, sales & marketing and general management including serving as the Global Head of Corporate Finance based in Switzerland as well as commercial roles in France, the United Kingdom and Ireland. Previously, he was a Managing Director at The Blackstone Group, an investment firm, which he joined in 1996. During his more than 14 years at Blackstone, he served both as an advisor in the Restructuring & Reorganization business (where he worked with companies in the telecom, manufacturing, retail and financial services industries) and as an investor in the Private Equity business (where he focused on the consumer products, financial services and packaging industries). Mr. Korangy has served on the board of directors of BVI (and as member of its compensation committee) since May 2019; Motus GI, a manufacturer and marketer of medical device products for the gastroenterology, since April 2017 (and as chairperson of its audit committee); and as a senior advisor to Sight Sciences LLC, a provider of medical devices to treat glaucoma and dry eye, since June 2011. Mr. Korangy’s previous corporate board experience includes having served as a director of Pelican Rouge Group, a consumer coffee manufacturer and distributor, from 2014 to 2017 (and as chairperson of its audit committee), Pinnacle Foods Inc., a manufacturer, marketer and distributor of high-quality branded food products, from 2007 to 2009, Bayview Financial, a mortgage finance company, from 2008 to 2009, Ultra Music, a worldwide music media entity, from 2005 to 2010, and as a board observer for Graham Packaging, a leading designer and manufacturer of custom blow-molded plastic containers for consumer products. Mr. Korangy has also served on the Wharton Leadership Advisory Board, established by the Center for Leadership and Change Management at The Wharton School of the University of Pennsylvania, since January 2019.

Key Attributes, Experience and Skills:

Mr. Korangy’s position as the President and Chief Executive Officer at a global company, together with his significant financial and consumer packaged goods business experience, makes him a valuable addition to our Board of Directors. In addition to his strong financial expertise, the Company values his competencies in strategy, mergers and acquisitions, integration and general management.

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Roger Meltzer has been a director since December 2000. Mr. Meltzer has practiced corporate and securities law for more than 40 years, representing clients in a range of finance transactions, including mergers, acquisitions and dispositions, public offerings and public and private placements of debt and equity securities. In February 2007, Mr. Meltzer joined the law firm of DLA Piper LLP (US) as a partner, Global Chair of the Corporate and Finance practice and a member of the firm’s executive committee. Mr. Meltzer is now a member of the Global Board of DLA Piper, Co-Chair of DLA Piper LLP (Americas) and Global Co-Chair. Prior to February 2007, he was a partner and a member of the executive committee of the law firm of Cahill Gordon & Reindel LLP.

Key Attributes, Experience and Skills:

The Company values the significant legal and financial expertise Mr. Meltzer brings to the Board through his extensive experience in corporate and securities laws as well as board governance matters. As Global Co-Chair of DLA Piper, Mr. Meltzer has oversight of a global law firm with lawyers located in more than 40 countries and, therefore, brings a wealth of international experience to the Board. In addition, the Board values Mr. Meltzer’s experience as the Company executes on its strategic plan to simplify its portfolio. Finally, as the long-time legal advisor to the Company, Mr. Meltzer brings in-depth knowledge about the Company’s history to the Board.

Mark L. Schiller has been our President and Chief Executive Officer since November 2018, and has been a director since December 2018. Prior to joining the Company, Mr. Schiller served as the Executive Vice President and Chief Commercial Officer for Pinnacle Foods Inc. from May 2017 to October 2018. In this role, Mr. Schiller led Pinnacle’s Grocery and Frozen segments and key commercial functions utilized across the entire organization, including sales, marketing strategy, innovation, product development, package design, commercialization, productivity, consumer insights and shopper marketing. Before he served as the Executive Vice President and Chief Commercial Officer, Mr. Schiller had served in other roles of increasing responsibility for Pinnacle including, from January 2015 to May 2017, he served as Executive Vice President and President North America Retail; from May 2013 to January 2015, he served as Executive Vice President and President Birds Eye Frozen Division; and from June 2010 to May 2013, he served as Executive Vice President and President Duncan Hines Grocery Division. Prior to joining Pinnacle, Mr. Schiller was employed by PepsiCo., Inc. from March 2002 to April 2010, where he served as the Senior Vice President of Frito Lay New Ventures, President of Quaker Foods and Snacks North America, and Senior Vice President and General Manager of Frito Lay Convenience Foods Division. From 1998 to 2002, Mr. Schiller was Chief Operating Officer and Co-President of Tutor Time Learning Systems, Inc., and, from 1996 to 1998, he served as president of Valley Recreation Products, Inc. Mr. Schiller began his career at the Quaker Oats Company in 1985 and served in various marketing, sales and supply chain roles.

Key Attributes, Experience and Skills:

Mr. Schiller brings significant experience in the consumer packaged goods industry to the Board given his tenure in the industry. Through his various roles throughout his career, he has developed extensive management leadership experience as well as strong competencies in sales, marketing strategy, innovation, product development, package design, commercialization, productivity, consumer insights and shopper marketing.

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Michael B. Sims has been a director since October 2019. Mr. Sims currently serves as Executive Vice President and Chief Financial Officer of Trugreen, a residential and commercial lawn care company. In this role, Mr. Sims is responsible for driving sustainable revenue and EBITDA growth through leadership of finance and supply chain management. Prior to joining Trugreen in 2019, Mr. Sims served as Senior Vice President, Chief Financial Officer and Treasurer of AdvancePierre Foods Holdings, Inc., a producer and distributor of ready-to-eat sandwiches, from 2012 until its acquisition by Tyson Foods, Inc., in 2017. In this role, Mr. Sims was responsible for the company’s growth-driven, margin-expansion strategy. Prior to joining AdvancePierre Foods, Mr. Sims served in roles of increasing responsibility at Chiquita Brands International Inc., a leading international marketer and distributor of bananas, pineapples and packaged salads, from 1988 to 2012, most recently serving as the company’s Senior Vice President and Chief Financial Officer from 2009 to 2012, and developed expertise in global financial operations, planning and analysis, investor relations and capital markets. Prior to that, Mr. Sims held various positions with Arthur Young & Company (n/k/a Ernst & Young LLP).

Key Attributes, Experience and Skills:

Mr. Sims brings a broad understanding of the food industry and significant financial expertise to the Board, including through his experience as CFO of multiple consumer facing businesses. The Board also values Mr. Sims’ significant transactional experience, including with respect to acquisitions and divestitures.

Glenn W. Welling has been a director since September 2017. Mr. Welling has been the founder and Chief Investment Officer of Engaged Capital, LLC since its founding in 2012. Prior to founding Engaged Capital, Mr. Welling was a Principal and Managing Director at Relational Investors, LLC, an investment fund, which he joined in July 2008, where he was responsible for managing the fund’s consumer, healthcare and utility investments. From February 2002 to May 2008, Mr. Welling was a Managing Director of Credit Suisse Group AG, an investment bank, where he also served as the Head of the Investment Banking Department’s Advisory Business. Mr. Welling has been a member of the board of directors of TiVo Corporation, a provider of digital entertainment technology solutions, since May 2015, where he serves as chairperson of its compensation committee and a member of the corporate governance and nominating committee and the strategy committee. Mr. Welling served as a member of the board of directors of Jamba, Inc., a leading restaurant retailer of better-for-you food and beverage offerings, from January 2015 to September 2018, where he also served as the chairperson of its compensation committee and as a member of its finance committee. From 2015 to 2018, Mr. Welling served on the board of directors of Medifast, Inc., a manufacturer of medically based, proprietary healthy living and meal replacement products, where he was a member of the audit, compensation and mergers & acquisitions committees. Mr. Welling also serves on the Corporate Governance Advisory Council of the Council of Institutional Investors.

Key Attributes, Experience and Skills:

Mr. Welling brings significant finance, investment and consumer products experience to the Board, which makes him a valuable contributor. In addition, he has served on a number of public boards, which has provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

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Dawn M. Zier has been a director since September 2017. Since March 2019, Ms. Zier has served as President and Chief Operating Officer of Tivity Health, Inc., a leading provider of fitness and health improvement programs, and also is a member of its board of directors. Ms. Zier was formerly President and Chief Executive Officer and a director of Nutrisystem, Inc., an innovative provider of weight loss programs offering a wide variety of home-delivered, nutritionally balanced meal plans, retail products and advanced digital tools, from November 2012 until its March 2019 acquisition by Tivity Health. From April 2011 until November 2012, Ms. Zier served as the President of International at Reader’s Digest Association, Inc., a global media and direct marketing company. In February 2013, RDA Holdings, Co., the holding company and parent of Reader’s Digest Association, filed voluntary petitions for reorganization relief pursuant to Chapter 11 of the United States Bankruptcy Code. In addition to being a member of Tivity Health’s board of directors, Ms. Zier also serves on the board of directors for Spirit Airlines where she chairs the nominating and corporate governance committee and sits on the compensation committee. Over the years, she has previously served on boards and chaired committees for multiple marketing and media entities, including the Data and Marketing Association’s (DMA) board from 2008 to 2015, where she was a voting director and on the executive committee.

Key Attributes, Experience and Skills:

Ms. Zier is qualified to serve on our Board based on her extensive management leadership experience, which has provided her with significant knowledge of sound corporate governance practices, as well as her international experience and financial acumen. In addition, she has significant experience in the food industry and digital marketing, which makes her a valuable contributor to the Board.

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BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE

The Board of Directors

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 direction, affairs and management.

Director Independence

Eight of our nine director nominees, consisting of Richard A. Beck, Celeste A. Clark, Dean Hollis, Shervin J. Korangy, Roger Meltzer, Michael B. Sims, Glenn W. Welling and Dawn M. Zier, are “independent directors” as defined in the listing standards of the Nasdaq Global Select Market (“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 the 2019 fiscal year, the Board held six meetings. We expect directors to attend Board meetings, each annual meeting of stockholders and meetings of the committees on which they serve. All directors standing for re-election who served during fiscal year 2019 attended at least 75% of the meetings of the Board and of the committees on which they served during the fiscal year. All but one of the directors standing for re-election who were also nominated for election at our last annual meeting of stockholders held on December 5, 2018 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

While our Board of Directors believes that the separation of the roles of Chairman and Chief Executive Officer is best practice, the Board believes that stockholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company based on the facts and circumstances existing from time to time. However, at the present time, we have an independent Chair of the Board who is appointed annually by the independent members of the Board. The roles of Chair of the Board and CEO have been separate since the resignation of Irwin D. Simon as President, CEO and Chair of the Board in November 2018. Dean Hollis, an independent member of the Board, was appointed to replace Mr. Simon as Chair of the Board on December 5, 2018 and continues to serve in that role.

The key responsibilities of the Chair include:

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.

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Board Role in Risk Oversight

Management is responsible for the Company’s day-to-day risk management, and the Board’s role is to engage in informed oversight of, and provide direction with respect to, such risk management. In its oversight role regarding risk management, the Board focuses on understanding the nature of our enterprise risks, including risk in our operations, finances, cyber security and the strategic direction of the Company and reviews and approves the Company’s annual operating plan. The annual operating plan addresses, among other things, the risks and opportunities facing the Company. 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 material acquisitions, divestitures and other material uses of the Company’s capital).

The Board has delegated certain risk management oversight responsibilities to the Audit Committee and the Compensation Committee.

As part of its responsibilities as set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s policies and guidelines regarding risk assessment and risk management regarding the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures.

The Compensation Committee regularly reviews the risk and reward structure of executive compensation plans, policies and practices. Considered in this review are program attributes deemed to help mitigate risk, including: (i) the use of multiple performance measures, balanced between short- and long-term objectives; (ii) the Compensation Committee’s application of judgment when determining individual payouts; (iii) the presence of individual payout caps under plans and programs; and (iv) the Compensation Committee’s ability to claw back incentive compensation based on erroneous financial statements. Based upon this review, the Compensation Committee believes that the Company’s compensation programs and policies are not likely to lead to excessive risk taking that could have a material adverse effect on the Company.

Executive Sessions

Independent directors meet in executive session at regularly scheduled meetings of the Board of Directors 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

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 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 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.

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Richard A. Beck and Michael B. Sims were appointed to the Board on October 4, 2019, 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 adding directors with relevant industry experience. Mr. Beck was recommended to the Corporate Governance and Nominating Committee by non-management members of the Board. The Corporate Governance and Nominating Committee also retained a third-party search firm to assist with the identification and evaluation of candidates. Mr. Sims, who was also previously known to non-management members of the Board, participated in the process conducted by the search firm, which helped to identify and screen candidates, prepare biographies, conduct background checks and schedule interviews. Effective October 8, 2019, Mr. Beck was appointed to the Audit Committee and the Corporate Governance and Nominating Committee, and Mr. Sims was appointed to the Audit Committee and the Compensation Committee.

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 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 2020 annual meeting of stockholders, must be received by us no later than June 13, 2020. 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 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 By-Laws as well as “Stockholder Proposals and Other Communications” below.

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 the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee 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 www.hain.com under Investor Relations – Corporate Governance.

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 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 Dawn M. Zier, with Mr. Korangy 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 standards 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. Zier 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 2019, the Audit Committee held seven meetings. See “Report of the Audit Committee.”

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.

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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 standards of Nasdaq applicable to Board and committee service. During fiscal year 2019, the Compensation Committee held 16 meetings.

Our Compensation Committee is authorized to engage an independent compensation consultant with respect to executive and director compensation matters. For fiscal year 2019, 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 sustainability 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 and (6) review and assess the management succession plan for the CEO.

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 standards of Nasdaq applicable to Board and committee service. During fiscal year 2019, the Corporate Governance and Nominating Committee held six meetings.

The Strategy Committee

The Strategy Committee was established in December 2018 as a continuation of a prior “Working Group” of the Board of Directors. The purpose of the Strategy Committee is to (1) make recommendations to the Board of Directors regarding strategic alternatives for the Company, including the Company’s overall strategy with respect to mergers, acquisitions and dispositions and any potential strategic transactions identified by the Board, the Strategy Committee or management from time to time, (2) provide input to the Company’s management in their development of the Company’s long-term corporate strategy and (3) evaluate and analyze capital allocation alternatives with management and make recommendations to the broader Board of Directors as necessary.

Our Strategy Committee is composed of Dean Hollis, Shervin J. Korangy, Mark L. Schiller and Glenn W. Welling, with Mr. Schiller acting as chair. The Board deems it critical to the effectiveness of the Strategy Committee that Mr. Schiller be a member of the committee, and membership on the Strategy Committee is therefore not limited to independent members of the Board. The Strategy Committee meets quarterly on a formal basis and generally meets weekly by conference call to discuss informal updates on the Company’s strategy and potential strategic transactions. During fiscal year 2019, the Strategy Committee held two formal quarterly meetings.

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Committee Composition

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

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. 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 interaction with management. The Board discusses the results of each annual self-evaluation and, based on the results, implements enhancements and other modifications as appropriate. Similarly, the results of each committee evaluation are generally discussed at subsequent committee meetings for the relevant committee. Individual feedback is provided to Board members by the Chair of the Board.

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 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 www.hain.com under Investor Relations – 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:

Directors who are also employees of the Company receive no additional compensation for their service on our Board. Accordingly, neither Mark L. Schiller, our current President and CEO, nor Irwin D. Simon, our former President and CEO, received any compensation for their service on the Board.

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Each year, the Compensation Committee and our Board review and determine compensation for our non-employee directors. Annual compensation covers the period of service between annual meetings of stockholders, with annual reviews and determinations coinciding with the timing of the annual meeting. Each non-employee director may elect to forgo any cash payments and receive their entire board compensation in the form of restricted stock. All non-employee directors who were elected at the 2018 annual meeting of stockholders elected to receive 100% of their compensation for the service period from the 2018 annual meeting to the 2019 Annual Meeting in the form of restricted stock.

The compensation program for our non-employee directors covering the period from our 2018 annual meeting to the 2019 Annual Meeting is as follows:

Fiscal Year 2019 Director Compensation

The following table sets forth the compensation paid by us to our non-employee directors during the fiscal year ended June 30, 2019.

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Under SEC rules, cash fees forgone at the election of a director for which equity compensation was instead received are included in the Fees Earned or Paid in Cash column. Of the amounts reported in the Fees Earned or Paid in Cash column, the following amounts were forgone by the non-employee directors and instead received in the form of restricted stock: Celeste A. Clark ($60,500), Dean Hollis ($110,500), Shervin J. Korangy ($68,000), Roger Meltzer ($53,000), Glenn W. Welling ($68,000), Dawn M. Zier ($31,500), Andrew R. Heyer ($55,500) and Jack L. Sinclair ($58,000).

The amounts shown in the Stock Awards column omit cash fees elected to be received in the form of restricted stock, which fees are reported in the Fees Earned or Paid in Cash column. See footnote 1 above. Accordingly, the amounts shown in the Stock Awards column represent the value of the annual base restricted stock award for non-employee directors.

Director Stock Ownership Guidelines

The Board strongly believes that the 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 (excluding additional cash compensation to committee chairs and members) in shares of Hain Celestial common stock within the later of five years after a director is first elected to the Board or five years after the implementation of the guidelines. All directors are currently in compliance with the guidelines or are expected to meet the stock ownership guidelines within the five-year period.

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MANAGEMENT

Executive Officers

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

A description of Mr. Schiller’s background and business experience is provided under “Proposal No. 1 Election of Directors” which begins on page 7.

Mr. Langrock has served as our Executive Vice President and Chief Financial Officer since June 2017. Prior to his appointment to that role, Mr. Langrock served as Senior Vice President, Finance and Treasurer of the Company from November 2015 to June 2017. Prior to that, from 2008 until joining the Company in November 2015, Mr. Langrock served as Executive Vice President and Chief Financial Officer of Monster Worldwide, Inc., a multi-national global online recruiting solutions company, where he oversaw all financial operations of the company, including budgeting, cost savings initiatives, mergers and acquisitions and divestitures. Previously, Mr. Langrock served in senior finance positions at Motorola, Inc., including Chief Financial Officer of Motorola’s Enterprise Mobility Division subsequent to Motorola’s acquisition of Symbol Technologies, where he served as Head of Internal Audit and Chief Accounting Officer, as well as a Senior Manager at Arthur Andersen LLP.

Mr. Boever has served as our Executive Vice President and Chief Customer Officer since January 2019. In this role, Mr. Boever is responsible for driving the Company’s sales and customer agenda in the United States, as well as helping ensure the Company transforms its innovation capabilities. Mr. Boever has more than 20 years of consumer packaged foods industry experience. From 2011 to January 2018, Mr. Boever was Executive Vice President, Chief Customer Officer and President of Foodservice of Pinnacle Foods Inc., where he was responsible for overseeing its multi-billion dollar businesses to reshape and reinvigorate growth. Prior to Pinnacle, Mr. Boever served in roles of increasing responsibility in strategic planning, operations management and sales at ConAgra Brands, Inc. from 2007 to 2011 and at Hormel Foods Corporation from 1991 to 2007.

Mr. McGahren has served as our President, North America since May 2019. In this role, Mr. McGahren is responsible for leading the Company’s teams in North America including marketing and research and development. Mr. McGahren has over 30 years of industry experience in driving value creation at both public companies and in private equity backed ventures. He was most recently the Chief Executive Officer of Dancing Deer Baking Company, a private equity backed natural dessert and snack company, from April 2016 to January 2019. Prior to that, he was the President of American Beverage Corporation, a juice drink and cocktail company, from 2011 to July 2015. From 2005 to 2010, Mr. McGahren was President, North American Branded Group of Royal Wessanen, a multinational food company, in a role that included founding and managing PANOS brands, a specialty and natural foods company. Earlier in his career, he held a series of leadership roles across multiple brands at Kraft Foods, including the Vice President of Marketing for Nabisco Cookies in which he had responsibility for Kraft’s largest snack foods business.

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Ms. Meringolo has served as our Senior Vice President, General Counsel and Chief Compliance Officer since April 2018, and was appointed as Corporate Secretary in May 2019. Ms. Meringolo oversees all legal affairs of the Company as well as corporate compliance initiatives. She previously served as Senior Vice President, Senior Litigation Counsel and Chief Compliance Officer of the Company from April 2017 to April 2018. Prior to that, from 2011 until joining the Company in April 2017, Ms. Meringolo worked at Avon Products, Inc. in a series of roles of increasing responsibility, with her most recent role as Vice President, Associate General Counsel, Litigation, Marketing and Intellectual Property where she oversaw legal responsibilities for a variety of matters including litigation, government investigations and providing counsel to the Ethics and Compliance team. Previously, Ms. Meringolo was an attorney at the law firm DLA Piper LLP (US), where she practiced litigation law and advised clients on corporate compliance initiatives.

Mr. Wolfe has served as our Chief Supply Chain Officer since April 2019. In this role, Mr. Wolfe is responsible for leading the Company’s supply chain organization including supply chain planning, logistics, contract management, continuous improvement, plant operations and procurement. Mr. Wolfe has over 30 years of supply chain leadership experience. Prior to joining the Company, from November 2017 to April 2019, Mr. Wolfe was a Senior Advisor at AlixPartners, a consulting firm. From December 2014 to October 2017, he was Chief Executive Officer and Founder of Vivanda, Inc., a food-industry technology business dedicated to bringing consumers, manufacturers and retailers closer together using data analytics. From 2000 to December 2014, Mr. Wolfe served in roles of increasing responsibility at food company McCormick & Company, Incorporated, most recently as CIO, Connected Commerce Executive from 2011 to December 2014. Before joining McCormick, Mr. Wolfe was a partner at the accounting and consulting firm Ernst & Young (now EY). He began his career as a founding member of supply-chain software and consulting start-up Manugistics Group, Inc.

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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, 2019 to the following current and former executive officers (“named executive officers” or “NEOs”):

Executive Overview

Our mission has continued to evolve since our founding in 1993, with health and wellness being the core tenet. We continue to be a leading marketer, manufacturer and seller of organic and natural, “better-for-you” products. We are committed to growing responsibly while continuing to implement environmentally sound business practices and manufacturing processes.

Fiscal year 2019 was a year of tremendous transformation for the Company. The Board determined that our business had become highly complex and that the Company required a leader with expertise in operational strategy to evaluate the Company’s operations and brand portfolio. In November 2018, the Company hired a new President and CEO, Mark L. Schiller, a senior executive and veteran in consumer packaged goods, with a proven track record of building operational capability to lead the Company’s transformation. The Board supported Mr. Schiller’s comprehensive review of the Company, which included all areas of its business. The Board collaborated with Mr. Schiller to recruit and build an experienced, world-class management team who together evaluated the Company’s operational challenges and implemented a transformational strategy for the Company to accelerate change and drive sustainable, profitable growth.

The compensation approach of the Board and the Compensation Committee in fiscal year 2019, commencing with Mr. Schiller’s hiring, was designed to ensure the Company has the right leadership team in place to develop and execute the required transformational strategy, while aligning compensation with Company performance and thereby aligning the interests of Mr. Schiller and the other NEOs with stockholder interests.

In fiscal year 2019, the Company set forth its strategy, strengthened its executive leadership team and launched a comprehensive, multi-faceted plan to start to deliver its key business objectives for success. While the Company is in the early stages of progress, we have already experienced significant sequential improvement in our quarterly performance since we began our transformation. We believe we have laid the appropriate groundwork to implement our strategy for success and a path toward profitable growth.

Stockholder Feedback on Compensation and Response to Say on Pay Vote

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

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on Pay” vote. At our 2018 annual meeting of stockholders in December 2018, the compensation of our named executive officers was approved by approximately 50.6% of votes cast. We strive for significantly higher support from our stockholders in Say on Pay votes and have taken considerable measures in response to last year’s vote. Based on our discussions with our stockholders, we believe the overriding factor that caused a significant percentage of our stockholders to vote against the Say on Pay proposal was the severance paid to our former President and CEO arising out of his legacy employment agreement, which was entered into before the current members of the Compensation Committee joined our Board of Directors. At the same time, we received consistently positive feedback from stockholders regarding the changes the Compensation Committee has made to the Company’s pay practices, specifically the compensation package approved by the Compensation Committee for Mr. Schiller in October 2018, underscoring that the 2018 Say on Pay vote was not a result of stockholder concerns about Mr. Schiller’s compensation. Our key takeaways from stockholders were that we need to continue to move away from severance and change-in-control agreements that provide for payouts like the one to our former President and CEO and that we should incorporate several of the features of Mr. Schiller’s compensation package into our overall program, including his long-term incentive award which is a three-year front-loaded performance share unit (“PSU”) award with rigorous compound annual Total Shareholder Return (“TSR”) performance goals.

The current members of our Board, Compensation Committee and management team have carefully considered this feedback and have redesigned the Company’s compensation program to implement improved practices and elements in the compensation packages of our existing executive officers. For example, the Compensation Committee (1) implemented a standard severance structure for all NEOs which excludes the value of long-term incentive awards and has determined not to enter into future severance arrangements that include the value of long-term incentive awards, (2) restructured our form of change-in-control agreement for all NEOs to include market-typical provisions and (3) designed the 2019-2021 Long-Term Incentive Plan (“2019-2021 LTIP”) for NEOs to mirror the terms of Mr. Schiller’s long-term incentive award. These changes, and other actions taken by the Compensation Committee since the beginning of fiscal year 2019, are highlighted below under “Key Compensation Committee Actions.”

We believe we are uniquely situated with respect to having insight into stockholder perspectives on executive compensation. The Chair of our Compensation Committee, Glenn W. Welling, is the principal of Engaged Capital, LLC (“Engaged Capital”), which beneficially owns approximately 20.2% of our outstanding common stock and is our largest stockholder. Accordingly, we have the benefit of inherent alignment of our major compensation decisions with the interests of stockholders.

In addition to the input we receive from Mr. Welling and Engaged Capital, members of our management team and Board engage with our institutional stockholders in meetings and calls throughout the year. During fiscal year 2019, we held telephonic and in-person meetings with 44 stockholders who collectively held approximately 65% of our outstanding common stock. Our Compensation Committee Chair participated in substantially all meetings that were focused on executive compensation, and in certain of those meetings additional independent members of our Board participated. Topics of discussion in these meetings typically included the Compensation Committee’s choice of performance measures for awards issued under our Annual Incentive Plan and Long-Term Incentive Plan, the relationship between the performance measures and our long-term strategy, and the payout terms of equity awards.

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Key Compensation Committee Actions

The following table highlights specific actions taken by the Compensation Committee since the beginning of fiscal year 2019, including actions taken in response to last year’s Say on Pay vote and the feedback we received from stockholders during fiscal year 2019.

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.

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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:

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

Executive Compensation Practices at a Glance

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Target Annual 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. Langrock, Boever and McGahren and Ms. Meringolo). Fixed compensation represents annual base salaries in effect for fiscal year 2019. At risk compensation is comprised of target annual bonuses (without proration) under the Annual Incentive Plan (“AIP”) and the annual value of the NEOs’ three-year front-loaded PSU awards under the Long-Term Incentive Plan (“LTIP”). AIP and LTIP awards are at risk because they are dependent on achieving quantitative performance goals. The CEO’s sign-on restricted stock award is excluded as it was a one-time award that is not considered to be annual 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. The Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) as its independent compensation consultant during the third quarter of fiscal year 2018, and ClearBridge’s engagement remained in effect throughout fiscal year 2019.

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 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. 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.

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Benchmarking

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.

Fiscal Year 2019 Peer Group

Each year, the Compensation Committee evaluates its previously-selected peer group and determines which companies best reflect the Company’s competitors for talent. During the third quarter of fiscal year 2018, the Compensation Committee, with the assistance of ClearBridge, conducted its annual evaluation and developed a new peer group that is more in line with the Company’s industry and size. In assisting with the development of the new peer group, ClearBridge utilized the following screening criteria as instructed by the Compensation Committee: enterprise value, revenue and companies in the food and personal care products industry.

The table below sets forth our fiscal year 2019 peer group, including the enterprise value, historical revenue and enterprise value-to-revenue ratio for each of the companies as of June 30, 2018, as well as the peer group percentiles. The Company is approximately at the median of the peer group for all measures.

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Fiscal Year 2020 Peer Group

During the fourth quarter of fiscal year 2019, 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 2020 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, including changes thereto resulting from M&A activity. Based on those criteria, the Compensation Committee replaced Darling Ingredients Inc., Helen of Troy Limited, Lamb Weston Holdings, Inc., Pinnacle Foods Inc. and United Natural Foods, Inc. with Hostess Brands, Inc. and The Simply Good Food Company. Following these changes, our peer group for fiscal year 2020 is as follows:

New CEO Compensation Package

Mr. Schiller was hired as our new President and CEO on November 5, 2018. As discussed above, in designing and approving Mr. Schiller’s compensation package, the Board and the Compensation Committee sought to incentivize Mr. Schiller to develop and execute the transformational business and operational strategy required for the Company. At the same time, the Board and the Compensation Committee ensured that a majority of Mr. Schiller’s compensation opportunity was aligned with Company performance and with stockholder interests. In valuing Mr. Schiller’s total potential compensation, the Board and the Compensation Committee sought to position his target total compensation approximating the median annual CEO compensation of the Company’s peer group. In valuing Mr. Schiller’s compensation for this purpose, the Board and the Compensation Committee considered the annualized value of Mr. Schiller’s performance share unit award over three years.

The primary elements of Mr. Schiller’s compensation package were as follows:

Each of these elements is discussed in further detail below. Additional aspects of Mr. Schiller’s employment agreement are summarized under “Potential Payments upon Termination or Change in Control” which begins on page 42.

New CEO Base Salary

The Board and the Compensation Committee approved a base salary of $900,000 for Mr. Schiller, representing a more than 50% reduction to our CEO base salary from Mr. Simon’s $1,981,200 base salary. In establishing Mr. Schiller’s base salary at $900,000, the Board and the Compensation Committee considered the compensation required to attract Mr. Schiller to the Company, as well as CEO base salaries among the members of the Company’s peer group.

New CEO Annual Cash Incentive Opportunity

Mr. Schiller’s employment agreement provides for an annual cash incentive opportunity, with a target award of 125% of his base salary and a maximum award of 250% of his base salary, based on achievement of performance goals established by the Compensation Committee. In establishing Mr. Schiller’s annual cash incentive opportunity, the Board and the Compensation Committee considered the compensation required to attract Mr. Schiller to the Company, as well as CEO total compensation among the members of the Company’s peer group. Mr. Schiller’s fiscal year 2019 cash incentive opportunity and payout are described below under “NEO Annual Incentive Plan.”

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New CEO Sign-On Restricted Stock Award

As part of Mr. Schiller’s hiring, the Board and the Compensation Committee approved a grant to Mr. Schiller of a time-based restricted stock award with a value equal to $2,000,000 based on the closing price of the Company’s common stock on Mr. Schiller’s start date with the Company. This resulted in a grant on November 5, 2018 of 78,555 shares of restricted stock that are scheduled to vest in three equal installments on November 5, 2019, November 5, 2020 and November 5, 2021. Mr. Schiller is required to retain ownership of all shares that vest under the award (net of any shares withheld to satisfy tax withholding obligations) until November 5, 2021, the third anniversary of the grant date, or until the earlier termination of his employment or change in control of the Company. Vesting of the restricted stock may be accelerated upon certain qualifying terminations of employment, including certain qualifying terminations in connection with a change in control of the Company. See “Potential Payments upon Termination or Change in Control” beginning on page 42.

In determining to grant the sign-on restricted stock award, the Board and the Compensation Committee considered the compensation required to attract Mr. Schiller to the Company, as well as CEO total compensation among the members of the Company’s peer group.

New CEO Three-Year Front-Loaded Performance Share Unit Award

Background

The Board and the Compensation Committee determined that a majority of Mr. Schiller’s compensation opportunity for fiscal years 2019 through 2021 would be contingent upon the Company achieving exceptional performance over that period. Accordingly, the Board and the Compensation Committee approved a grant to Mr. Schiller of a three-year front-loaded PSU award (the “CEO PSU Award”) with rigorous performance goals for three-year compound annual TSR over a performance period from November 6, 2018 to November 6, 2021 (the “PSU Performance Period”).

The CEO PSU Award represents three years’ worth of long-term incentive value, front loaded into a single award granted at the time of Mr. Schiller’s hiring. This structure aligns with the Company’s turnaround strategy, which involves a focus on longer-term, sustainable improvements that directly drive stockholder value. The Compensation Committee determined that a three-year front-loaded award is the most appropriate structure to align Mr. Schiller with stockholders over the duration of the expected turnaround period. It is the intention of the Board and the Compensation Committee that Mr. Schiller will next be eligible to receive long-term incentive awards or other equity awards commencing in fiscal year 2022. Accordingly, the Compensation Committee believes it is helpful in evaluating Mr. Schiller’s compensation to spread the value of the CEO PSU Award equally across fiscal years 2019, 2020 and 2021. See the Adjusted Fiscal Year 2019 Total column in the Summary Compensation Table on page 38.

Terms of the CEO PSU Award

The target payout under the CEO PSU Award is 350,000 shares of common stock, and the maximum payout is 1,050,000 shares of common stock. If the target level of performance is not achieved, then there is no payout. The performance goals under the CEO PSU Award represent pre-established compound annual TSR levels. Compound annual TSR is determined by measuring the compound annual growth rate over the PSU Performance Period, expressed as a percentage, from the closing stock price on the grant date ($26.13) to the average closing share price over the final 60 trading days of the PSU Performance Period, plus reinvested dividends over the PSU Performance Period.

Total shares earned under the CEO PSU Award will range from 0% to 300% of the target award amount based on actual performance as follows (implied target share prices assume no dividends):

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Any shares earned under the CEO PSU Award (net of any shares withheld to satisfy tax withholding obligations) must be held until the earlier of twelve months after vesting, a qualifying termination of employment or a change in control of the Company.

Vesting of the CEO PSU Award may be accelerated upon certain qualifying terminations of employment, subject to proration as well as the attainment of the compound annual TSR goals measured through the date of the applicable acceleration event. See “Potential Payments upon Termination or Change in Control” beginning on page 42.

Rigor of Performance Goals

The Board and the Compensation Committee determined that utilizing compound annual TSR as the performance measure for the CEO PSU Award directly aligns Mr. Schiller’s compensation with the returns achieved by our stockholders over a three-year period. Given the significant operational turnaround required at the Company, as evidenced by the transformational strategy announced by the Company in February 2019, the Board and the Compensation Committee believe that using TSR as a compensation measure appropriately aligns Mr. Schiller’s compensation with the success of the transformational strategy.

The Compensation Committee sought to establish challenging goals for the PSU award that would only pay out if the Company achieves significant, sustained shareholder value creation. As context for setting the goals, the Compensation Committee, with the assistance of its compensation consultant, ClearBridge, evaluated the Company’s historical share price performance and analyzed historical TSR among the Company’s fiscal year 2019 peer group and other relevant industry and market indices. The Compensation Committee elected to establish a threshold and target three-year compound annual TSR goal of 15%, which significantly exceeds historical median three-year compound annual TSR for the Company’s fiscal year 2019 peer group, the S&P Food & Beverage Select Industry Index and the Russell 3000 Index for the three-year period ended November 6, 2018 (the grant date of the CEO PSU Award), as shown in the following table:

For the CEO PSU Award to pay out, the Company’s stock price would need to increase from $26.13 to a target price of $39.74 over the three-year PSU Performance Period, assuming no dividends. A stock price of $39.74 would represent an increase in the Company’s market capitalization of over $1.4 billion over the PSU Performance Period (assuming that 104,484,187 shares of common stock – representing the number of shares outstanding as of October 3, 2019 – are outstanding for the entire PSU Performance Period), and the 350,000 shares paid out under the award would represent approximately $13.9 million in value to Mr. Schiller, or slightly less than 1% of the increase in the Company’s market capitalization.

The Board and the Compensation Committee determined that there will be no payout for performance below the target, in order to ensure that the CEO PSU Award is only paid out if the Company achieves exceptional performance over the three-year PSU Performance Period. The Board and the Compensation Committee determined that providing potential payouts up to 300% of the target payout provides an appropriate incentive to strive for TSR that exceeds even the exceptional performance required to achieve the target payout.

New CEO Other Sign-On Benefits

In connection with the negotiation of Mr. Schiller’s employment agreement and his commencement of employment with the Company, the Board and the Compensation Committee agreed that the Company would provide Mr. Schiller with a $30,000 allowance for relocation expenses and pay $15,000 of his attorneys’ fees. In agreeing to provide these benefits, the Board and the Compensation Committee determined that it was critical to facilitate Mr. Schiller’s relocation to a home within reasonable commuting distance of the Company’s headquarters, as well as to contribute a modest amount to Mr. Schiller’s one-time expense of retaining legal counsel with expertise in negotiating executive employment agreements.

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NEO 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.

For fiscal year 2019, the Compensation Committee determined not to make any changes to the base salaries of those NEOs who had also served as NEOs in fiscal year 2018 and approved the following annual base salaries for the NEOs:

NEO 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.

Original Fiscal Year 2019 AIP Award Opportunities

At the beginning of fiscal year 2019, prior to Mr. Schiller’s hiring as President and CEO in November 2018, the Board approved our fiscal year 2019 operating plan. The Compensation Committee used ranges of expectations for key financial measures included in the operating plan to design the AIP for fiscal year 2019 (the “2019 AIP”). The financial goals approved by the Compensation Committee are shown below.

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At the time the 2019 AIP was established, Mr. Simon had entered into a Succession Agreement with the Company establishing that he would resign as President and CEO upon the hiring of his successor. Accordingly, Mr. Simon was not eligible to receive a 2019 AIP award. Mr. Langrock and Mses. Meringolo and Faltischek had the opportunity to receive the awards shown below. After Company performance is measured against the performance goals, the Compensation Committee can increase (up to the maximum award amount) or decrease payouts based on an individual performance factor.

Fiscal Year 2019 AIP Award Opportunities for NEOs Hired During Fiscal Year 2019

Mr. Schiller joined the Company as President and CEO on November 5, 2018, and Mr. Boever joined the Company as Chief Customer Officer on January 7, 2019. They became eligible to participate in the 2019 AIP on a prorated basis based on their respective dates of hire, as shown below. The Compensation Committee determined that Mr. Schiller’s award would be based entirely on Company performance, with any payout above target to be determined by the Compensation Committee based on the extent to which Company performance surpassed the target goals. For Mr. Boever, after Company performance is measured against the performance goals, the Compensation Committee can increase (up to the maximum award amount) or decrease payouts based on an individual performance factor.

Kevin McGahren joined the Company as President, North America on May 15, 2019, and based on that date of hire was not eligible to participate in the 2019 AIP.

32				The Hain Celestial Group, Inc. 2019 Proxy Statement

Modification to Financial Targets and Awards

For the reasons discussed above in this CD&A under “Executive Overview,” in the months following Mr. Schiller’s appointment as President and CEO, the Company reworked its operational plan. The reworked plan included lowered ranges of expectations for fiscal year 2019 net sales and adjusted EBITDA, as reflected in the revised guidance announced by the Company on February 7, 2019. Given that the original goals for the 2019 AIP were set based on a plan that was established during the former CEO’s tenure and prior to the CEO transition, the Compensation Committee determined that it would be more appropriate to realign the 2019 compensation opportunities with the Company’s new operational plan developed by the new CEO and NEOs. The Compensation Committee further determined that achieving the new plan for 2019 was a critical component to setting the foundation for long-term improvements in stockholder value. The new plan recognized the immediate need to improve margins and establish a path towards long-term profitable growth, with a turnaround in net sales taking some time to materialize as management focused its near-term efforts on continuing to identify opportunities for operational efficiency. As a result, the Compensation Committee decided to implement a single adjusted EBITDA goal that would result in the NEOs receiving their target awards upon achievement of the 2019 adjusted EBITDA goal, subject to any adjustments by the Compensation Committee as discussed below. The adjusted EBITDA goal approved by the Compensation Committee was as follows:

The Compensation Committee recognized that establishing a new financial target at this point in the fiscal year, based on a new operational plan finalized and announced following the second quarter of fiscal year 2019, amounted to utilizing a six-month performance period. Accordingly, the Compensation Committee determined that for NEOs who had been with the Company at the start of the fiscal year, the modified target awards would only be 50% of those NEOs’ original target awards. The Compensation Committee determined that the awards for Messrs. Schiller and Boever would be prorated based on their respective dates of hire.

The Compensation Committee determined that Mr. Schiller’s award would continue to be based entirely on Company performance, with any payout above target to be determined by the Compensation Committee based on the extent to which Company performance exceeded the adjusted EBITDA goal. For Messrs. Langrock and Boever and Mses. Meringolo and Faltischek, after Company performance is measured against the adjusted EBITDA goal, the Compensation Committee can increase (up to the maximum award amount) or decrease payouts based on an individual performance factor.

The resulting modified awards are shown below.