Form 4: Hain Celestial Director Zier Granted RSUs

Hain Celestial Group Director Dawn M. Zier received a grant of 114,729 restricted share units as part of her compensation.

Summary

• Dawn M. Zier, a Director of The Hain Celestial Group, Inc. (HAIN), was granted 114,729 restricted share units (RSUs) on October 30, 2025.
• The RSUs were granted as compensation under the Issuer's program for non-employee directors, with an acquisition price of $0.
• Each RSU represents a contingent right to receive one share of common stock of the Issuer.
• The RSUs will vest on the earlier of October 30, 2026, or the date of the Issuer's 2026 annual meeting of stockholders.
• Following this transaction, Dawn M. Zier beneficially owns 402,958 shares of common stock.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents routine director compensation that aligns interests, without indicating any negative operational or financial news.

Positives

• The grant of restricted share units aligns the director's financial interests with those of the shareholders, encouraging long-term value creation.
• Equity compensation for non-employee directors is a standard corporate governance practice, promoting retention and commitment.

Future Outlook

The granted restricted share units are scheduled to vest on the earlier of October 30, 2026, or the date of the Issuer's 2026 annual meeting of stockholders, indicating a future equity distribution event.

Industry Context

The grant of restricted share units to a non-employee director is a common practice across various industries, particularly in consumer goods, to attract and retain qualified board members and align their interests with long-term company performance.

Comparison to Industry Standards

• The use of restricted share units as a component of non-employee director compensation is a widely accepted practice, comparable to compensation structures seen at companies like General Mills, Kellogg's, or Campbell Soup Company, which also utilize equity grants to incentivize their board members.
• The vesting schedule, tied to a future date or the next annual meeting, is standard for such grants, ensuring continued service and commitment from the director.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor potential for future dilution upon vesting, but generally viewed positively as it aligns director incentives with long-term shareholder value.
• Director (Dawn M. Zier): Receives equity compensation, increasing her stake and commitment to the company's performance.

Next Steps

• Vesting of the 114,729 restricted share units on the earlier of October 30, 2026, or the date of the Issuer's 2026 annual meeting of stockholders.

Key Dates

Keywords

Hain Celestial Group, HAIN, Dawn M. Zier, Restricted Share Units, RSUs, Director Compensation, Insider Transaction, SEC Form 4, Equity Grant