HAIN.NASDAQHain Celestial Group INC
DEF 14A: Hain Celestial Group Aims for Shareholder Approval on Executive Pay and Incentive Plan Amendment
Sentiment:
Proxy Statement
Hain Celestial Group is seeking shareholder votes on key proposals, including executive compensation and an amendment to its long-term incentive plan, at its upcoming virtual annual meeting on October 31, 2024.
Worse than expectedThe company did not meet the financial objectives it set out to achieve during fiscal year 2024.For the total Company goals applicable to NEOs under our Annual Incentive Plan, our Adjusted EBITDA and Net Sales performance did not meet the respective threshold goals.Due to that financial performance, the total Company payout percentage under our Annual Incentive Plan was 0% and there were no payouts to NEOs for fiscal year 2024.
Summary
- Hain Celestial Group is holding its 2024 Annual Meeting of Shareholders virtually on October 31, 2024.
- Shareholders will vote on the election of eight director nominees, an advisory vote on executive compensation, ratification of the appointment of Ernst & Young LLP as independent accountants, and approval of an amendment to the 2022 Long Term Incentive and Stock Award Plan.
- The company transitioned to a global operating model, eliminating geographic barriers and redundant costs, and cultivated a performance-driven, values-based culture as part of its Hain Reimagined strategy.
- Key financial highlights for fiscal year 2024 include net sales of $1,736.3 million, adjusted gross margin of 22.4%, adjusted EBITDA of $154.5 million, and free cash flow of $82.9 million.
- The Board recommends voting for all director nominees, the advisory vote on executive compensation, the ratification of Ernst & Young LLP, and the approval of the amendment to the 2022 Long Term Incentive and Stock Award Plan.
Sentiment
Score: 6
Explanation: The document presents a mix of positive and negative information. While it highlights strategic progress and key financial metrics, it also acknowledges challenges and unmet financial objectives. The overall tone is cautiously optimistic.
Positives
- The company has transitioned to a global operating model, eliminating geographic barriers and redundant costs.
- Hain Celestial has cultivated a performance-driven, values-based culture.
- The company is committed to effective corporate governance, promoting long-term shareholder interests.
- Hain Celestial values and prioritizes engagement with its shareholders.
- The company has a diverse board in terms of gender, race, ethnicity, experiences, and skills.
Negatives
- The document mentions continued challenges, including a changing macroeconomic landscape, supply chain challenges, and international geopolitical conflicts and unrest.
- The company did not meet the financial objectives it set out to achieve during fiscal year 2024.
- For the total Company goals applicable to NEOs under our Annual Incentive Plan, our Adjusted EBITDA and Net Sales performance did not meet the respective threshold goals.
- Due to that financial performance, the total Company payout percentage under our Annual Incentive Plan was 0% and there were no payouts to NEOs for fiscal year 2024.
Risks
- The company faces risks related to the macroeconomic environment, supply chain, and geopolitical conflicts.
- Failure to achieve performance goals under the Annual Incentive Plan could impact executive compensation.
- The company's future performance is subject to risks and uncertainties described in its Annual Report on Form 10-K.
- The company's ability to attract and retain key employees is crucial to its success.
Future Outlook
The company remains confident in the Hain Reimagined strategy and its ability to deliver sustainable growth and long-term value to shareholders.
Management Comments
- We remain confident that we have the right foundation to deliver long-term, profitable, and sustainable growth.
- We would like to thank our Hain team members for their continued dedication and commitment to Hain as we live into our purpose to inspire healthier living for people, communities and the planet through better-for-you brands.
Industry Context
The document highlights Hain Celestial's position as a global leader in the 'Better-For-You' food and beverage industry, emphasizing its commitment to health and sustainability.
Comparison to Industry Standards
- The document benchmarks executive compensation against a peer group including B&G Foods, Lancaster Colony Corporation, BellRing Brands, Post Holdings, Edgewell Personal Care Company, Sovos Brands, Flowers Foods, The Simply Good Foods Company, Hostess Brands, TreeHouse Foods, J&J Snack Foods Corp, and Utz Brands.
- The company's burn rate, averaging 1.43% over the last three fiscal years, is a key metric used to evaluate equity award usage compared to industry standards.
- The document references the S&P Food & Beverage Select Industry Index for total shareholder return comparisons.
Stakeholder Impact
- Shareholders are directly impacted by the proposals being voted on, including executive compensation and the long-term incentive plan.
- Employees are impacted by the company's compensation policies and the long-term incentive plan.
- Customers and consumers benefit from the company's commitment to 'Better-For-You' products and sustainability initiatives.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will continue to execute its Hain Reimagined strategy.
- The Compensation and Talent Management Committee will review the results of the advisory vote on executive compensation and consider any necessary changes.
Key Dates
| Date | Description |
|---|---|
| 1994 | Ernst & Young LLP has audited our financial statements since 1994. |
| 1995 | This proxy statement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. |
| 2008 | Ms. Zier also served on the boards of multiple marketing and media entities, including the Data and Marketing Associations (DMA) board from 2008 to 2015, where she was a voting director and on the executive committee. |
| 2010 | From 2010 to 2013, she led the US and Latin American Custom Flavor Solutions business at McCormick & Company, Inc. |
| 2011 | Since November 2011, Dr. Clark has been the principal of Abraham Clark Consulting, LLC, a consulting firm, and consults on nutrition and health policy, regulatory affairs and leadership development. |
| 2011 | From 2011-2012, she served in a variety of executive positions at Readers Digest Association, a global media and data marketing company, including President of International from 2011-2012. |
| 2011 | In 2011, Mr. Korangy co-founded Sight Sciences, Inc., a medical device company. |
| 2012 | Mr. Sims served as Senior Vice President, Chief Financial Officer and Treasurer of AdvancePierre Foods Holdings, Inc., a producer and distributor of proteins and ready-to-eat sandwiches, from 2012 until its acquisition by Tyson Foods, Inc., in 2017. |
| 2012 | From November 2012 until its March 2019 acquisition by Tivity Health, Inc. Ms. Zier was the President and CEO and a member of the board of directors of Nutrisystem, Inc., a leading direct-to-consumer/ecommerce provider of weight loss solutions and services. |
| 2013 | From 2013 to August 2022. Mr. Campbell served as the Managing Director of Warburtons Limited, the largest bakery business and one of the largest individual food or drink brands in the United Kingdom. |
| 2013 | From 2013 to October 2020, she served as President of the Away From Home business of the Kellogg Company, a global branded consumer goods manufacturer. |
| 2013 | From 2013 to 2019. Ms. Lewis served as Chief Marketing Officer at Johnson & Johnson Consumer Health. |
| 2015 | Ms. Zier also served on the boards of multiple marketing and media entities, including the Data and Marketing Associations (DMA) board from 2008 to 2015, where she was a voting director and on the executive committee. |
| 2015 | From 2015 to January 2019, heading its finance, strategy, analytics, sales operations and IT departments. Mr. Boyce served as CFO, Senior Vice-President of American Hotel Register Company, the largest global supplier to the hospitality industry. |
| 2015 | Mr. Goldenitsch joined the Company in 2015 upon the Companys acquisition of Mona Group, a manufacturer of plant-based foods and beverages with facilities in Germany and Austria, where he served as CEO from 2011 to 2015 and as Managing Director from 1999 to 2007. |
| 2015 | Since June 2015 to June 2024. Ms. Zier has previously served on several other public and private company boards where she has chaired Nominating and Governance, Compensation, and Special Committees. She has also served on the boards of multiple marketing and media entities, including the Data and Marketing Associations (DMA) board from 2008 to 2015, where she was a voting director and on the executive committee. |
| 2016 | Since 2016, Ms. Taylor also is the Global CoLeader of Corporate Finance, the largest division of FTI, since 2016, and has also served on FTIs Executive Committee since 2011. |
| 2017 | Mr. Sims served as Senior Vice President, Chief Financial Officer and Treasurer of AdvancePierre Foods Holdings, Inc., a producer and distributor of proteins and ready-to-eat sandwiches, from 2012 until its acquisition by Tyson Foods, Inc., in 2017. |
| 2017 | From February 2017 to January 2018. Mr. Marquardt served as Vice President of Integration NA/Europe from February 2017 to January 2018. |
| 2017 | From April 2017 to May 2019. Mr. Korangy served as its Chief Financial Officer and Head of Strategy from April 2017 to May 2019. |
| 2017 | From April 2017 to April 2018. Ms. Meringolo held the titles of Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer from August 2021 to February 2023; Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer from May 2019 to August 2021; Senior Vice President, General Counsel and Chief Compliance Officer from April 2018 to May 2019; and Senior Vice President, Senior Litigation Counsel and Chief Compliance Officer from April 2017 to April 2018. |
| 2017 | Dr. Clark has been a director since September 2017. |
| 2017 | Mr. Korangy has been a director since September 2017. |
| 2017 | Ms. Zier has been a director since September 2017 and has been Chair of the Board since November 2022. |
| 2018 | Since April 2018 and as Corporate Secretary since May 2019. Ms. Meringolo has served as head of our Legal Department since April 2018 and as Corporate Secretary since May 2019. |
| 2018 | 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. |
| 2018 | From January 2018 to April 2021. Mr. Marquardt was employed at Reckitt Benckiser, a hygiene, health and nutrition company, serving as Vice President Sales from January 2018 to April 2021. |
| 2019 | Since February 2019 until his retirement in February 2023. Mr. Sims served as Executive Vice President and Chief Financial Officer of Trugreen, a residential and commercial lawn care company, from February 2019 until his retirement in February 2023. |
| 2019 | Since May 2019, he has served as the President and Chief Executive Officer and a member of the board of directors of BVI Medical, Inc., a TPG Capital portfolio company that is a global developer, manufacturer and marketer of specialty products for ophthalmic surgery. |
| 2019 | Since May 2019. Ms. Meringolo has served as head of our Legal Department since April 2018 and as Corporate Secretary since May 2019. |
| 2019 | Since February 2020, Ms. Zier has been the principal of Aurora Business Consulting, LLC, and advises public and private companies and executives on business transformation, digital/ marketing acceleration, leadership, and high-performance teams. |
| 2019 | Mr. Sims has been a director since October 2019. |
| 2020 | SinceMay 2020. Ms. Zier also serves on the board of Prestige Consumer Healthcare Inc., where she chairs the Compensation Committee. |
| 2020 | From November 2020 to November 2022. Prior to joining the Company, she served as President of the Americas for the Performance Nutrition segment of Glanbia plc, an Ireland-based global nutrition company, from November 2020 to November 2022. |
| 2020 | Since August 2020. Ms. Taylor brings to the Board her extensive background in corporate strategy, business transformation, M&A, finance and accounting, including capital allocation strategies. She also serves on another public company board and has experience serving on the boards of various privately-owned companies. |
| 2021 | From September 2021 to September 2023. Prior to joining the Company, Mr. Boyce served as Chief Financial Officer of Hearthside Food Solutions LLC, an international contract manufacturer and bakery, from September 2021 to September 2023 with responsibility for the companys finance, global systems, procurement and legal organizations. |
| 2021 | From January 2019 to August 2021 with responsibility for the companys financial and IT organizations. Prior to WernerCo, Mr. Boyce served as CFO, Executive Vice-President of WernerCo, an international manufacturer and distributor of climbing products and systems, fall protection equipment, jobsite storage and commercial vehicle storage. |
| 2021 | From April 2021 to March 2024. Mr. Marquardt is responsible for all sales, marketing and go-to-market aspects of the Companys North America business. Prior to joining the Company, he served as Chief Customer Officer Americas at Glanbia Performance Nutrition, a sports nutrition company, from April 2021 to March 2024. |
| 2021 | From August 2021 to February 2023. Prior to becoming Global Chief Supply Chain Officer, Mr. Golliher served as Chief Supply Chain Officer for North America from May 2022 to February 2023 and Senior Vice President, Supply Chain from August 2021 to May 2022. |
| 2021 | From August 2021 to February 2023. She has had the title of Chief Legal and Corporate Affairs Officer and Corporate Secretary since February 2023. She previously held the titles of Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer from August 2021 to February 2023. |
| 2022 | From 2013 to August 2022. Mr. Campbell served as the Managing Director of Warburtons Limited, the largest bakery business and one of the largest individual food or drink brands in the United Kingdom. |
| 2022 | Ms. Taylor has been a director since June 2022. |
| 2022 | Since November 2022. Ms. Zier has been a director since September 2017 and has been Chair of the Board since November 2022. |
| 2022 | From May 2022 to February 2023. Prior to becoming Global Chief Supply Chain Officer, Mr. Golliher served as Chief Supply Chain Officer for North America from May 2022 to February 2023 and Senior Vice President, Supply Chain from August 2021 to May 2022. |
| 2022 | From November 2020 to November 2022. Prior to joining the Company, she served as President of the Americas for the Performance Nutrition segment of Glanbia plc, an Ireland-based global nutrition company, from November 2020 to November 2022. |
| 2023 | Mr. Campbell has been a director since September 2023. |
| 2023 | Ms. Davidson has been our President and Chief Executive Officer and a director since January 2023. |
| 2023 | Since September 2023. Prior to joining the Company, Mr. Boyce served as Chief Financial Officer of Hearthside Food Solutions LLC, an international contract manufacturer and bakery, from September 2021 to September 2023 with responsibility for the companys finance, global systems, procurement and legal organizations. |
| 2023 | Since February 2023. Mr. Golliher has served as our Global Chief Supply Chain Officer since February 2023. |
| 2023 | Since February 2023. She has had the title of Chief Legal and Corporate Affairs Officer and Corporate Secretary since February 2023. |
| 2023 | Since 2023. Ms. Taylor has been the Chief Growth Officer at FTI Consulting, Inc. ( FTI ), a global business advisory firm, since 2023. |
| 2023 | Since April 2023 Mr. Sims has also served as a director for Winland Foods, Inc., a privately held global manufacturer of private label and branded foods for retail and co-pack customers in the meal preparation category. |
| 2023 | Since July 2023. Mr. Korangy 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 member of our Board of Directors. In addition to his strong financial expertise, the Company values his competencies in c-suite, strategy, mergers and acquisitions, integration and general management. |
| 2023 | On August 21, 2023, the Board determined that Christopher J. Bellairs would be succeeded as Chief Financial Officer. |
| 2023 | Mr. Bellairs remained at the Company through November 20, 2023 to assist with the transition of his responsibilities, receiving his base salary during such transition with no incremental compensation. |
| 2024 | Since March 2024. Mr. Marquardt has served as our President, North America since March 2024. |
| 2024 | Since 2024. Mr. Korangy has served on the Wharton Undergraduate Executive Board since 2024 and the Wharton Leadership Advisory Board, at The Wharton School of the University of Pennsylvania, since January 2019. |
| 2024 | Ms. Lewis has been a director since September 2024. |
| September 3, 2024 | 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. |
| September 3, 2024 | Ownership is as of September 3, 2024 except as otherwise stated in the footnotes. |
| September 19, 2024 | Proxy materials, including this proxy statement, are first being distributed and made available on or about September 19, 2024. |
| September 19, 2024 | 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. |
| October 31, 2024 | Date: Thursday, October 31, 2024 |
| October 31, 2024 | Time: 9:00 a.m. Eastern Time |
| October 31, 2024 | We hope that you will join us on October 31 st , and we look forward to the submission of your vote and your continued support throughout the year. |
| October 31, 2024 | We are holding the 2024 Annual Meeting for the following purposes: |
| October 31, 2024 | The virtual 2024 Annual Meeting will be a live audio webcast, and shareholders will be able to participate in the meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HAIN2024 . |
| May 22, 2025 | 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. |
| July 3, 2025 | If a proposal of business to be brought before a meeting of shareholders, including director nominations, is to be included in the 2025 Proxy Statement, our Amended and Restated By-Laws provide that the proposal must be received by our Corporate Secretary at our principal executive office no earlier than July 3, 2025 and no later than August 2, 2025. |
| August 2, 2025 | If a proposal of business to be brought before a meeting of shareholders, including director nominations, is to be included in the 2025 Proxy Statement, our Amended and Restated By-Laws provide that the proposal must be received by our Corporate Secretary at our principal executive office no earlier than July 3, 2025 and no later than August 2, 2025. |
| April 22, 2025 | If you would like to have a nominee included in our 2025 Proxy Statement pursuant to Article II, Section 13 of our Amended and Restated By-Laws, a so-called proxy access provision, notices of shareholder nominations intended to be included in the 2025 Proxy Statement must be received by our Corporate Secretary at our principal executive office no earlier than April 22, 2025 and no later than May 22, 2025. |
| May 22, 2025 | If you would like to have a nominee included in our 2025 Proxy Statement pursuant to Article II, Section 13 of our Amended and Restated By-Laws, a so-called proxy access provision, notices of shareholder nominations intended to be included in the 2025 Proxy Statement must be received by our Corporate Secretary at our principal executive office no earlier than April 22, 2025 and no later than May 22, 2025. |
| 2029 | The next advisory vote on the frequency of the Say on Pay vote is expected to occur at our annual meeting of shareholders in 2029. |
| November 17, 2032 | Unless earlier terminated, the Amended Plan will terminate as to future awards on November 17, 2032. |
Keywords
shareholders, compensation, directors, governance, incentive, annual, meeting, Hain Celestial
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