Form 4: HAIN Director Celeste Clark Granted 114,729 RSUs

HAIN CELESTIAL GROUP Director Celeste A. Clark received a grant of 114,729 restricted share units as part of her compensation package.

Summary

• Celeste A. Clark, a Director of The Hain Celestial Group, Inc. (HAIN), was granted 114,729 restricted share units (RSUs).
• The transaction date for this grant was October 30, 2025.
• Each RSU represents a contingent right to receive one share of HAIN common stock.
• 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, Celeste A. Clark beneficially owns 202,721 shares of common stock directly and 83,000 shares indirectly through the Celeste A. Clark Trust.

Sentiment

Score: 6

Explanation: The filing reports a routine compensation grant to a director, which is generally a neutral to slightly positive event as it aligns director interests with shareholders.

Positives

• The grant of restricted share units aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This represents a standard compensation practice for non-employee directors, indicating continuity in corporate governance and compensation policies.

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 event for the director.

Industry Context

The grant of restricted share units to a non-employee director is a common practice across various industries for executive and director compensation, aiming to align their long-term interests with shareholder value.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) as compensation for non-employee directors is a widely adopted practice, comparable to compensation structures seen in companies like General Mills (GIS) or Kellogg Company (K) within the consumer staples sector, which often utilize equity-based incentives to retain and motivate directors.
• The vesting schedule, tied to a future date or annual meeting, is standard for such grants, ensuring a commitment period from the director.

Corporate Governance

Related Party Transactions

• The grant of 114,729 restricted share units to Celeste A. Clark, a Director, constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: Potential for minor future dilution upon vesting of RSUs, but also increased alignment of director's interests with long-term stock performance.
• Director (Celeste A. Clark): Receives equity-based compensation, enhancing her stake in the company's future success.

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, Celeste A. Clark, Restricted Share Units, RSU Grant, Director Compensation, Insider Transaction, Form 4, Equity Compensation