The Hain Celestial Group (HAIN) Proxy Filing summary

Executive summary

• Fiscal year 2024 marked the foundational year of the multiyear Hain Reimagined transformation, focusing on a global operating model, cost reduction, and a performance-driven, values-based culture.

• Net sales reached $1.74 billion, with an adjusted gross margin of 22.4%, adjusted EBITDA of $154.5 million, and free cash flow of $82.9 million.

• The company faced macroeconomic, supply chain, and geopolitical challenges but remains confident in its strategy and long-term growth potential.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditors, and an amendment to the 2022 Long Term Incentive and Stock Award Plan.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• Seven of eight director nominees are independent; the board is diverse in gender, race, and experience.

• Annual board and committee self-evaluations, regular executive sessions, and robust governance practices are in place.

• The board separates the roles of Chair and CEO and has a strong focus on board refreshment and diversity.

• Committees include Audit, Compensation and Talent Management, and Nominating and Governance; the Strategy Committee will be dissolved post-2024 meeting.