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. )

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THE HAIN CELESTIAL GROUP, INC.

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Notice of Annual Meeting of Shareholders

We are holding the 2024 Annual Meeting for the following purposes:

Only shareholders of record as of the close of business on September 3, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting, or any adjournment or postponement thereof.

By order of the Board of Directors,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 31, 2024: A complete set of proxy materials relating to our 2024 Annual Meeting is available on the internet. These materials, consisting of this notice of annual meeting of shareholders, the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, may be viewed at ir.hain.com/shareholder-information/proxy.

Table of Contents

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

Voting Matters and Vote Recommendations

Company Snapshot

We are a global leader in Better-For-You (BFY) food, beverage & personal care.

Our portfolio includes the following leading BFY brands.

Fiscal Year 2024 Snapshot

Key Fiscal Year 2024 Financial Highlights Include:

Hain Reimagined

In the second half of fiscal year 2023, we began a thorough review of our business to integrate Hain as a global enterprise and unlock future growth as a leading better-for-you company. This resulted in the introduction of our multiyear transformation plan, Hain Reimagined, which is grounded in executing four strategic pillars to drive shareholder return: Fuel, Focus, Build and Grow. Fiscal year 2024 was the foundational year of our Hain Reimagined strategy, during which we made substantial progress in focusing the business and generating fuel for growth. We transitioned to a global operating model across functions, eliminating geographic barriers and redundant costs, and cultivated a performance-driven, values-based culture.

Corporate Governance

Corporate Governance Overview

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

Shareholder Engagement

We value and prioritize engagement with our shareholders to understand the issues that matter to them. Members of our management team and Board engage with our institutional shareholders in meetings and calls throughout the year, offering to discuss a broad range of topics, including governance, Impact and executive compensation. Our independent Board members, including our Board Chair, participate in meetings with our significant shareholders as appropriate. This shareholder engagement provides us with the opportunity to learn about our shareholders’ priorities and perspectives and to participate in a dialog that enables us to respond to shareholder feedback. During fiscal year 2024, we:

We conducted an outside sentiment study in early calendar year 2024 to inform our shareholder engagement program. We value outside feedback and seek to understand our shareholders’ perspectives on a wide range of topics, including our corporate strategy, investment proposition, investor relations efforts, and Impact initiatives. The feedback we received was shared with our management team and the Board and used as part of our work to continuously improve our shareholder engagement. In light of the feedback received, we updated the communication vehicles available through our Investor Relations website to provide additional updates to shareholders on Company news and progress against our Hain Reimagined strategy.

Director Nominee Snapshot

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

Board Diversity

Our Board and the Nominating and Governance Committee are committed to a strong and diverse membership. The following matrix is provided in accordance with applicable listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”). The matrix includes all directors as of September 19, 2024.

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

Three Core Pillars of Our Impact Strategy

Impact Highlights

Our notable Impact achievements have helped to strengthen our brands, foster a culture of inclusion, and address climate change impacts.

Impact Disclosure and Reporting

We continue to hold ourselves accountable and prioritize transparency through our annual Impact reporting. Hain continues to focus on global collaboration on Impact, further developing a culture of doing the right thing for all functions and bringing our regional businesses and brands together to support our Impact strategy.

We are developing a 2024 Impact report to update key stakeholders on material progress made against our Impact goals in fiscal year 2024. Our reporting continues to be informed by the Sustainability Accounting Standards Board’s (“SASB”) standards for the Processed Foods sector. SASB standards are under the oversight of the International Sustainability Standards Board and are intended to guide the disclosure of the subset of ESG issues most relevant to financial performance in our specific industry.

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

Our Impact Reports and SASB disclosures are not, and shall not be deemed to be, part of this proxy statement or incorporated into any of our other filings made with the SEC.

Election of Directors

General

Our Board of Directors, upon the recommendation of the Nominating and Governance Committee, has nominated the eight nominees identified below for election at the 2024 Annual Meeting. All nominees currently serve as directors on our Board. Each director elected at the 2024 Annual Meeting will hold office until the next annual meeting of shareholders and until a successor is elected and qualified. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected.

Richard A. Beck is not standing for reelection to the Board, and his service will cease as of the 2024 Annual Meeting. The Company thanks Mr. Beck for his many contributions to the Company during his tenure.

As of the 2024 Annual Meeting, the size of the Board will be reduced from nine to eight members.

The Director Nominees for Election at the 2024 Annual Meeting

Board of Directors and

Corporate Governance

The Board of Directors

On an annual basis, the shareholders 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 shareholders. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareholders. The Board oversees the members of senior management, who are charged by the Board with conducting the business of the Company. In addition, the Board has responsibility for establishing broad corporate policies and overseeing our strategy.

Director Independence

Seven of our eight director nominees, consisting of Neil Campbell, Celeste A. Clark, Shervin J. Korangy, Alison E. Lewis, Michael B. Sims, Carlyn R. Taylor and Dawn M. Zier, along with Richard A. Beck (who is not standing for reelection to the Board), are “independent directors” as defined in the listing requirements of Nasdaq. Wendy P. Davidson was determined not to be independent because she is our President and CEO. Additionally, during fiscal year 2024, Dean Hollis served as an “independent director” as defined in the listing requirements of Nasdaq until his departure as of our 2023 Annual Meeting of Shareholders.

Board Meetings and Attendance

The Board typically holds five regular meetings per year, including at least one every quarter, and holds special meetings when necessary. During fiscal year 2024, the Board held ten meetings. We expect directors to attend Board meetings, each annual meeting of shareholders and meetings of the committees on which they serve. All of our director nominees who served during fiscal year 2024 attended at least 86% of the aggregate meetings of the Board and the committees on which they served, with an average attendance rate of 97%. All eight directors who were nominated for election at our last annual meeting of shareholders held on October 26, 2023 attended such annual meeting.

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

Board Leadership Structure

The Board believes that decisions regarding its leadership structure and the allocation of oversight responsibility are of paramount importance to the Board’s effectiveness. As outlined in the Company’s Corporate Governance Guidelines, our Board of Directors believes that the separation of the roles of Chair and Chief Executive Officer is best practice; however, the Board believes that shareholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company, taking into consideration the Board’s business judgment and the contemporaneous facts and circumstances. Since December 2018, we have separated the roles of Chair and Chief Executive Officer, and the Company has had and continues to have an independent Chair of the Board who is appointed annually by the independent members of the Board. Dawn M. Zier, an independent member of the Board, has served as Chair of the Board since November 2022.

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 shareholders and leads the Board’s consideration of key governance matters. The Board believes its current leadership structure is appropriate at this time because it effectively allocates authority, responsibility and oversight between management and the independent members of the Board.

Executive Sessions

Independent directors meet in executive session at regularly scheduled meetings of the Board without any members of management present. Ms. Zier, 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 Shareholder Nominations

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

When considering potential director nominees, the Nominating and Governance 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 Nominating and Governance Committee evaluates director candidates based on a number of qualifications, including displayed ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. Although we do not have a formal policy regarding Board diversity, the Nominating and Governance 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 Nominating and Governance 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 Nominating and Governance Committee may retain a third-party search firm to identify and screen candidates, conduct background checks, prepare biographies for review by the Nominating and Governance Committee and the Board and assist in scheduling interviews. The Nominating and Governance Committee and one or more of our other directors interview candidates.

At the end of fiscal year 2024, the Nominating and Governance Committee and the Board conducted a robust search process for a new director. The Nominating and Governance Committee retained a third-party search firm to assist with the identification and evaluation of candidates, preparation of biographies, processing of background checks and scheduling of interviews. Through the search process, the Board sought to enhance and diversify the overall skills and expertise of the Board, with a focus on ecommerce and digital experience with a background in marketing. Specifically, the Nominating and Governance Committee analyzed the set of skills demonstrated by the directors on the Board as well as an inventory of desirable skills and attributes for an incoming director to display. The Nominating and Governance Committee also prioritized candidates with an ability to contribute to transformational change. From this skills- and experience-focused analysis, the Nominating and Governance Committee, with the assistance of the full Board, narrowed the list of potential candidates to target and interview. Given her skills and her marketing, brand building and ecommerce expertise, Alison E. Lewis was selected as a candidate and ultimately appointed to the Board effective September 1, 2024, and was also appointed as a member of each of the Audit Committee and Compensation and Talent Management Committee of the Board.

The Nominating and Governance Committee’s charter provides that the committee shall consider written proposals for director nominees from shareholders in accordance with our Corporate Governance Guidelines and our Amended and Restated By-Laws. The Nominating and Governance Committee will consider candidates recommended by shareholders, and a shareholder wishing to submit a recommendation should send a letter to our Corporate Secretary at The Hain Celestial Group, Inc., 221 River Street, 12th Floor, Hoboken, New Jersey 07030. 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 2025 annual meeting of shareholders, must be received by us no later than May 22, 2025. The letter must identify the author as a shareholder, demonstrate evidence of ownership, provide a complete listing of the candidate’s qualifications to serve on the Board, the candidate’s current principal occupation, most recent five-year employment history, current directorships and a statement that the proposed nominee has consented to the nomination, as well as contact information for both the candidate and the author of the letter.

In addition, our Amended and Restated By-Laws include a proxy access provision that permits shareholders 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, as well as the process for submitting director nominations and any other business outside of proxy access, shareholders should consult our Amended and Restated By-Laws as well as “Shareholder Proposals and Other Communications” below.

Director Skills, Experience and Qualifications

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

The following skills matrix should be read in conjunction with the biographies of our nominees above. The matrix does not encompass all of the skills, experience and qualifications of our directors, and the fact that a particular skill, experience or qualification is not listed does not mean that a director does not possess it. Please see the following page for definitions of the skills, experience and qualifications referenced in the skills matrix.

Committees of the Board

During fiscal year 2024, the Board of Directors had four standing committees: the Audit Committee, the Compensation and Talent Management Committee (formerly named the Compensation Committee), the Nominating and Governance Committee (formerly named the Corporate Governance and Nominating Committee) and the Strategy Committee. All members of each of the standing committees are independent directors, as defined in the applicable listing rules for companies listed on Nasdaq. The Board of Directors has adopted a written charter for each committee, current copies of which are available on our website at hain.com under Investors — Corporate Governance — Committees & Charters.

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 and financial statement audits, (2) the independent auditor’s qualifications, independence, and performance, (3) the performance of the Company’s internal controls and procedures and its internal audit function, (4) the Company’s compliance with legal and regulatory requirements and (5) the Company’s information technology security program. In fulfilling its purpose, the Audit 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.

As of September 19, 2024, our Audit Committee was composed of Richard A. Beck, Alison E. Lewis, Michael B. Sims and Carlyn R. Taylor, with Mr. Sims acting as Chair. The Board has determined that each member of the Audit Committee who served during fiscal year 2024, and each member of the Audit Committee who will serve as of our 2024 Annual Meeting, (1) is “independent” as defined by applicable SEC rules and the listing rules of Nasdaq applicable to Board and committee service, (2) has not participated in the preparation of our financial statements or those of any of our current subsidiaries at any time during the past three years and (3) is able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. In addition, the Board has determined that each of Mr. Sims and Ms. Taylor is an “audit committee financial expert” as defined by applicable SEC rules. Audit Committee members are not permitted to serve on the audit committees of more than two other public companies. During fiscal year 2024, the Audit Committee held ten meetings. See “Report of the Audit Committee” on page 63 below.

The Compensation and Talent Management Committee

The Compensation and Talent Management Committee (formerly named 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 and Talent Management Committee’s duties include reviewing our compensation strategy on an annual basis to ensure that such strategy supports our objectives and shareholder interests and that executive officers are rewarded in a manner consistent with such strategy. The Compensation and Talent Management Committee also reviews the management succession plan for all executive officers and members of the executive management team other than the CEO and annually reviews the assessment with the Board. The Compensation and Talent Management Committee also administers our policies regarding the recoupment of incentive compensation (“clawback policies”).

As of September 19, 2024, our Compensation and Talent Management Committee was composed of Celeste A. Clark, Shervin J. Korangy, Alison E. Lewis and Michael B. Sims, with Dr. Clark acting as Chair. The Board has determined that each member of the Compensation and Talent Management Committee who served during fiscal year 2024, and each member of the Compensation and Talent Management Committee who will serve as of our 2024 Annual Meeting, is “independent” as defined by the listing rules of Nasdaq applicable to Board and committee service. During fiscal year 2024, the Compensation and Talent Management Committee held eight meetings.

Our Compensation and Talent Management Committee is authorized to engage an independent compensation consultant with respect to executive and director compensation matters. For fiscal year 2024, the Compensation and Talent Management Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) as its independent compensation consultant. The Compensation and Talent Management 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 Nominating and Governance Committee

The duties of the Nominating and Governance Committee (formerly named the Corporate Governance and Nominating Committee) 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 the Company’s next annual meeting of shareholders or to be appointed to fill vacancies, (2) identify and recommend a director to serve as Chair of the Board, (3) identify and recommend

directors to serve on each Board committee and to serve as chairs thereof, (4) develop and revise Corporate Governance Guidelines applicable to the Company and recommend such guidelines to the Board, (5) oversee the annual Board and committee self-evaluation process, (6) oversee the Company’s policies and strategies related to leadership, environmental, social matters, and culture, and (7) otherwise take a leadership role in shaping the corporate governance of the Company. The Nominating and Governance Committee also oversees the Company’s diversity, equity and inclusion program, employee demographics, employee engagement, workplace health and safety, and communication programs. The Nominating and Governance Committee reviews the management succession plan for the CEO in close coordination with the Compensation and Talent Management Committee and annually reviews the assessment with the Board.

As of September 19, 2024, our Nominating and Governance Committee was composed of Richard A. Beck, Celeste A. Clark and Dawn M. Zier, with Mr. Beck acting as Chair. The Board has determined that each member of the Nominating and Governance Committee who served during fiscal year 2024, and each member of the Nominating and Governance Committee who will serve as of our 2024 Annual Meeting, is “independent” as defined in the listing rules of Nasdaq applicable to Board and committee service. During fiscal year 2024, the Nominating and Governance Committee held five meetings.

The Strategy Committee

The Strategy Committee has been tasked with evaluating strategic alternatives for the Company and its portfolio of brands and providing input to the Company’s management in their development of the Company’s long-term corporate strategy. In fiscal year 2024, the Strategy Committee led the Board’s oversight of Hain Reimagined, our multiyear transformation plan. During fiscal year 2024, our Strategy Committee was composed of Neil Campbell, Shervin J. Korangy, Carlyn R. Taylor and Dawn M. Zier, with Mr. Korangy acting as Chair. During fiscal year 2024, the Strategy Committee held nine formal meetings.

Heading into fiscal year 2025, the Board reconsidered the role and responsibilities of the Strategy Committee in light of the Company’s Hain Reimagined journey. The Board determined that, given the significance of the Hain Reimagined strategy and the importance of having the benefit of the full Board’s ongoing involvement in overseeing Hain Reimagined, it would be most appropriate for the Company’s strategy to be overseen solely by the full Board going forward. Accordingly, the Strategy Committee will cease to be a standing committee of the Board effective as of the 2024 Annual Meeting.

Committee Composition

The members and Chairs of the committees to become effective as of the date of the 2024 Annual Meeting are summarized in the table below. Ms. Zier, as Chair of the Board, will contribute to all committees but will not formally serve as a member of any committee.

Board Role in Risk Oversight

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

The Board of Directors

The Board’s role is to engage in informed oversight of, and provide direction with respect to, risk management. The Board plays a key role in overseeing the Company’s enterprise risks, including overall financial risks and risks to global operations; information security and cybersecurity; Company strategy (both short- and long-term); corporate governance and executive compensation; Impact and matters of corporate reputation and public policy; people, talent and culture; and employee and product safety. The Board continually exercises its oversight obligations with regular updates regarding the Company’s progress against its annual plan, review of quarterly updates regarding related risks and opportunities, and regular updates, either as a full Board or through committee, on various salient risk areas. The Board maintains control over significant transactions and decisions that require Board approval for certain corporate actions (including acquisitions, divestitures, restructurings and uses of the Company’s capital, in each case to the extent material to the Company).

During fiscal year 2024, in light of Hain Reimagined and the changes to our global operating model, we refreshed our approach to managing risk as an organization, to both manage the risks we have monitored historically and also to increase our focus on risk management across emerging areas. We determined that the full Board would continue to oversee enterprise risk management, the Company’s strategy, and risks related to overall operational and financial performance, with certain risks delegated to the Board’s committees (as described in more detail below). We enhanced our risk management process, with a focus on the following areas:

During fiscal year 2024, this enhanced process involved engaging with members of our Executive Leadership Team and others with specific areas of functional expertise, including legal and compliance, finance (internal audit and corporate controls), information technology and cybersecurity, global operations, supply chain, quality & safety, and human resources.

Committees of the Board of Directors

Set forth below are the key areas of risk oversight delegated to the Audit, Compensation and Talent Management and Nominating and Governance Committees.

Information Security

The Audit Committee oversees risks relating to the Company’s information security processes and procedures. The Audit Committee is actively engaged in the oversight of management’s review of its information security program and risk mitigation actions. On a periodic basis, the Company’s Chief Information Officer, with oversight responsibility for the Company’s Information Security team, meets with the Audit Committee to provide updates on the Company’s policies, procedures, training initiatives, and audits conducted to monitor the Company’s information security program. In addition, the Audit Committee receives updates regarding third-party audits that are conducted to assess penetration testing and assess overall program maturity. For further information related to our cybersecurity risk management process and identified cybersecurity risks, please refer to Part I, Item 1C of our most recent Annual Report on Form 10-K.

Board Oversight of Impact

The Nominating and Governance Committee oversees the Company’s global Impact strategy on behalf of the Board, including evaluating the effects of Company practices on its employees, consumers, customers and other key stakeholders. The Nominating and Governance Committee presents Impact-related recommendations to the overall Board for its consideration. The Nominating and Governance Committee is actively involved in monitoring the execution of our Impact strategy and conducts quarterly working sessions to review and provide input into Impact plans, goals, and strategies for our business. Impact is regularly a part of the agenda at meetings of the Nominating and Governance Committee, with a focus on the progress the Company has made toward its goals.

Board and Committee Self-Evaluations

Pursuant to our Corporate Governance Guidelines and committee charters, the Board and its committees annually conduct self-assessments. The Nominating and Governance Committee oversees the process and reviews the content and format of the evaluations to help ensure that the feedback solicited is relevant and appropriate. Self-evaluation topics generally include, among other matters, Board and committee composition and structure, effectiveness of the Board and committees, meeting agendas and governance and Board interaction with management. The results of these assessments are discussed with the full Board and each committee respectively, and based on the results, the Board and the committees implement enhancements and other modifications as appropriate. Individual feedback is provided to Board members by the Chair of the Board.

Management Succession Planning

The Nominating and Governance Committee plays a strategic role in, and is responsible for making recommendations to the Board about, succession planning for the Company’s CEO, and does so in close coordination with the Compensation and Talent Management Committee. Our Compensation and Talent Management Committee oversees succession planning for the Company’s executive officer positions and senior leadership roles, other than the CEO. Annually the Nominating and Governance Committee and the Compensation and Talent Management Committee review the Company’s succession plan, which includes a discussion regarding transition and succession in the case of an emergency or unplanned vacancy. The Nominating and Governance Committee oversees the Company’s policies and strategies related to leadership and culture, while the Compensation and Talent Management Committee oversees the Company’s talent management programs.

Director Orientation and Continuing Education

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

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

Website Access to Corporate Governance Documents

We have adopted a “Code of Ethics,” as defined in the regulations of the SEC, which applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. Copies of the charters for committees of our Board, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics, are available free of charge on our website at hain.com under Investors — Corporate Governance or by writing to Investor Relations, The Hain Celestial Group, Inc., 221 River Street, 12th Floor, Hoboken, New Jersey 07030. 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:

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

Annual non-employee director compensation covers the period of service between annual meetings of shareholders. With respect to the period from our 2023 annual meeting of shareholders (the “2023 Annual Meeting”) to the 2024 Annual Meeting, the Compensation and Talent Management Committee recommended, and the Board approved, maintaining the prior year’s compensation levels. Accordingly, the compensation program for the period from the 2023 Annual Meeting to the 2024 Annual Meeting remained unchanged and is set forth below.

* Non-employee directors were able to elect to forgo cash components of their compensation and receive 100% of their compensation in Company restricted share units.

Fiscal Year 2024 Director Compensation

The following table sets forth the compensation paid by us to our non-employee directors during the fiscal year ended June 30, 2024. In accordance with SEC rules, cash fees forgone at the election of a director are included in the Fees Earned or Paid in Cash column.