DEF 14A of Hain Celestial Group Inc, Sep 19, 2024

DEF 14A of Hain Celestial Group Inc

Filed Sep 19, 2024 · FY20240000950123-24-009262

Open on EDGAR

  1. Director Nominee Snapshot

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

  2. Director Nominee Snapshot

    | Diversity | Independence | Tenure | | | | |

  3. Election of Directors

    Election of Directors

  4. General

    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.

  5. The Director Nominees for Election at the 2024 Annual Meeting

    The Director Nominees for Election at the 2024 Annual Meeting

  6. The Director Nominees for Election at the 2024 Annual Meeting

    | Neil Campbell | Neil Campbell has been a director since September 2023. 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, from 2013 to August 2022. As Managing Director, Mr. Campbell oversaw all operations at Warburtons. Mr. Campbell led Warburtons’ transformation from a bread-centric business to a broader portfolio of bakery products. Prior to joining Warburtons, from 1993 to 2013, Mr. Campbell served in roles of increasing responsibility at PepsiCo, Inc. in North America, the United Kingdom and Benelux, including as President of Tropicana North America from 2008 to 2013 and as General Manager of Walkers Snacks in the United Kingdom from 2005 to 2008. Mr. Campbell began his career at Cadbury Schweppes in the United Kingdom and the United States. Key Attributes, Experience and Skills: Mr. Campbell brings to the Board deep branded food industry executive leadership experience at some of the largest food and beverage companies in the world and in important international markets for the Company, including the United Kingdom where Mr. Campbell was born, resides and has spent most of his career. Mr. Campbell served on the Executive Committee at PepsiCo and has overseen all aspects of operations at multiple large, successful food and beverage businesses. He also brings a strong background in marketing, having risen through the marketing ranks at PepsiCo earlier in his career and having created award-winning and long-running advertising campaigns at Warburtons and PepsiCo. Mr. Campbell has spearheaded significant sustainability initiatives at multiple companies, including a pioneering initiative over 15 years ago to display carbon footprint information on the front of product packaging. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Mr. Campbell brings to our Board. | | Director | | | Age: 59 Director Since: 2023 Hain Board Committees effective as of the 2024 Annual Meeting: • Audit • Nominating and Governance | |

  7. The Director Nominees for Election at the 2024 Annual Meeting

    | Celeste A. Clark, Ph.D. | Celeste A. Clark, Ph.D. has been a director since September 2017. Dr. Clark has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. Dr. Clark is an adjunct professor at Michigan State University where she earned her doctorate in Food Science and was also recently bestowed an honorary doctorate of Humanities for her community engagement work. She previously served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was the Chief Sustainability Officer until she retired in 2011. She was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years in the food industry. At Kellogg Company, she was responsible for the development and implementation of health, nutrition and regulatory science initiatives globally to ensure consistency in approach and implementation. In addition, she also led global corporate communications, government relations, philanthropy and several administrative functions. Dr. Clark also serves as a trustee of the W.K. Kellogg Foundation. Dr. Clark was recognized as a Directorship 100 honoree by the National Association of Corporate Directors in 2023 and was recognized as one of “100 Black Board Members Making a Difference” by BoardProspects in 2024. Key Attributes, Experience and Skills: Dr. Clark brings significant industry experience in various nutrition, consumer products, public policy, risk management and governance matters to our Board. She also brings extensive experience on ESG and sustainability matters to the Board and serves as a key resource for our Impact team. Dr. Clark has served on a number of public company boards, which have provided her with a broad understanding of the governance, operational, financial and strategic issues facing public companies. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Dr. Clark brings to our Board. | | Director | | | Age: 71 Director Since: 2017 Hain Board Committees effective as of the 2024 Annual Meeting: • Nominating and Governance (Chair) • Compensation and Talent Management Current Public Company Boards: • Darling Ingredients Inc. (since October 2021) • Prestige Consumer Healthcare Inc. (since February 2021) • Wells Fargo & Company (since January 2018) | |

  8. The Director Nominees for Election at the 2024 Annual Meeting

    | Wendy P. Davidson | Wendy P. Davidson has been our President and Chief Executive Officer and a director since January 2023. 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. Previously, Ms. Davidson served as President of the Away From Home business of the Kellogg Company, a global branded consumer goods manufacturer from 2013 to October 2020. From 2010 to 2013, she led the US and Latin American Custom Flavor Solutions business at McCormick & Company, Inc., and from 1993 to 2009 she held a variety of executive positions at Tyson Foods, Inc., including Senior Vice President and General Manager of the Global McDonald’s Business Unit and Group Vice President of the Foodservice Group, culminating in her service as Senior Vice President and General Manager of Prepared Foods. Ms. Davidson serves on the boards of several industry associations and non-profit organizations, including the Ronald McDonald House Global Board of Trustees, the Consumer Brands Association, the global Consumer Goods Forum and NextUp. Key Attributes, Experience and Skills: Ms. Davidson brings to the Board extensive general management experience and senior-level policy-making experience at a public company. Her experience includes marketing, sales, operations, supply chain, strategic planning, new market development, disruptive business model innovation, crisis management, digital commerce, brand building and commercial execution. She also has experience in human capital management, finance and accounting, mergers and acquisitions, government relations, enterprise risk management, and similar matters associated with running a large division of a public company. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Ms. Davidson brings to our Board. | | President and Chief Executive Officer and Director | | | Age: 54 Director Since: 2023 Current Public Company Boards: • First Horizon Corporation (since January 2019) | |

  9. The Director Nominees for Election at the 2024 Annual Meeting

    | Shervin J. Korangy | Shervin J. Korangy has been a director since September 2017. 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. Prior to being named President and Chief Executive Officer of BVI Medical, Mr. Korangy served as its Chief Financial Officer and Head of Strategy from April 2017 to May 2019. Prior to joining BVI Medical, Mr. Korangy served as a senior executive of Novartis Group AG, a diversified healthcare products company, from 2010 until March 2017. During his almost seven years at Novartis, he served in various international capacities spanning strategy, M&A, integrations, sales & marketing and general management including serving as the Global Head of Corporate Finance based in Switzerland. In 2011, Mr. Korangy co-founded Sight Sciences, Inc., a medical device company. Previously, he was a Managing Director at The Blackstone Group, an investment firm, which he joined in 1996. During his more than 14 years at Blackstone, he served both as an advisor in the Restructuring & Reorganization business and as an investor in the Private Equity business. 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. Key Attributes, Experience and Skills: Mr. Korangy’s 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. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Mr. Korangy brings to our Board. | | Director | | | Age: 49 Director Since: 2017 Hain Board Committees effective as of the 2024 Annual Meeting: • Compensation and Talent Management (Chair) • Nominating and Governance Current Public Company Boards: • Fresenius Medical Care AG & Co. KGaA (since July 2023) Public Company Boards in Past Five Years: • Motus GI Holdings, Inc. (April 2017 to July 2023) | |

  10. The Director Nominees for Election at the 2024 Annual Meeting

    | Alison E. Lewis | Alison E. Lewis has been a director since September 2024. Ms. Lewis served as the Chief Growth Officer of Kimberly-Clark Corporation, a global consumer goods company, from 2019 to August 2024. At Kimberly-Clark, Ms. Lewis led the global development of the company’s four consumer categories, with her responsibilities including maximizing innovation for value and scale, marketing and sales models, inclusive of ecommerce, driving superior in-market execution, and unlocking disciplined and profitable revenue growth management. Prior to Kimberly-Clark, Ms. Lewis served as Chief Marketing Officer at Johnson & Johnson Consumer Health from 2013 to 2019. Prior to her role at Johnson & Johnson, Ms. Lewis served as Senior Vice President and Chief Marketing Officer, North America at The Coca-Cola Company, where she worked for almost 18 years in roles of increasing responsibility. She began her career at The Kraft Heinz Company. Key Attributes, Experience and Skills: Ms. Lewis brings extensive experience in marketing, brand building, commercial excellence and executive leadership to the Board. Ms. Lewis served as Chief Growth Officer of Kimberly-Clark Corporation where she reimagined how the company innovates, markets and sells while ensuring the shift to a digital first marketing and sales model. Ms. Lewis had previously been responsible for driving growth strategies and innovation for Johnson & Johnson consumer brands in over 140 countries. With more than 30 years of experience at a number of the world’s largest consumer goods companies, she brings deep industry expertise and a global lens to the Board. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Ms. Lewis brings to our Board. | | Director | | | Age: 57 Director Since: 2024 Hain Board Committees effective as of the 2024 Annual Meeting: • Audit • Compensation and Talent Management | |

  11. The Director Nominees for Election at the 2024 Annual Meeting

    | Michael B. Sims | Michael B. Sims has been a director since October 2019. 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. In this role, Mr. Sims was responsible for driving sustainable revenue and EBITDA growth through leadership of finance and supply chain management. He has served as a Senior Advisor to Trugreen since his retirement. Prior to joining Trugreen, 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. In this role, Mr. Sims was responsible for the company’s growth-driven, margin-expansion strategy. Prior to joining AdvancePierre Foods, Mr. Sims served in roles of increasing responsibility at Chiquita Brands International Inc., a leading international marketer and distributor of bananas, pineapples and packaged salads, from 1988 to 2012, most recently serving as the company’s Senior Vice President and Chief Financial Officer from 2009 to 2012, and developed expertise in global financial operations, planning and analysis, investor relations and capital markets. Prior to that, Mr. Sims held various positions with Arthur Young & Company (n/k/a Ernst & Young LLP). 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. Key Attributes, Experience and Skills: Mr. Sims brings a broad understanding of the food industry and significant financial expertise to the Board, including through his experience as CFO of multiple consumer-facing businesses. The Board also values Mr. Sims’ significant transactional experience, including with respect to acquisitions and divestitures. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Mr. Sims brings to our Board. | | Director | | | Age: 65 Director Since: 2019 Hain Board Committees effective as of the 2024 Annual Meeting: • Audit (Chair) • Compensation and Talent Management | |

  12. The Director Nominees for Election at the 2024 Annual Meeting

    | Carlyn R. Taylor | Carlyn R. Taylor has been a director since June 2022. Ms. Taylor has been the Chief Growth Officer at FTI Consulting, Inc. (“FTI”), a global business advisory firm, since 2023. In that role she is responsible for the firm’s AI and cross segment technology strategies as well as other growth initiatives such as its Private Equity practice. Ms. Taylor also is the Global CoLeader of Corporate Finance, the largest division of FTI, since 2016, and has also served on FTI’s Executive Committee since 2011. Within Corporate Finance, Ms. Taylor leads the global Business Transformation, Strategy and Transactions practices and has led hundreds of engagements helping companies improve their strategy, enhance their financial performance and execute on M&A transactions. Ms. Taylor is also responsible for the firm’s Industry specializations, of which Food & Beverage and Consumer Products are two of the dozen industry groups reporting to her. Since 2017, Ms. Taylor has also served as a Chairperson of FTI Capital Advisors, an investment banking subsidiary of FTI Consulting. From 2002 to 2016, she held various leadership roles at FTI Consulting and its affiliates. Prior to joining FTI Consulting, Ms. Taylor spent 12 years at PricewaterhouseCoopers, first as a consultant in Price Waterhouse from 1990 to 1998 and then as a partner from 1998 to 2002, where she founded and led the Telecommunication industry practice within the Financial Advisory Services group. Ms. Taylor is a licensed CPA and an ABV (valuation credential) and used to hold investment banking licenses from FINRA. Key Attributes, Experience and Skills: 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. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Ms. Taylor brings to our Board. | | Director | | | Age: 56 Director Since: 2022 Hain Board Committees effective as of the 2024 Annual Meeting: • Audit • Nominating and Governance Current Public Company Boards: • Flowserve Corporation (since August 2020) | |

  13. The Director Nominees for Election at the 2024 Annual Meeting

    | Dawn M. Zier | Dawn M. Zier has been a director since September 2017 and has been Chair of the Board since November 2022. 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. 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, from November 2012 until its March 2019 acquisition by Tivity Health, Inc. Ms. Zier then continued with Tivity Health, a leading provider of fitness and social engagement solutions, serving as President/COO and a member of its board of directors, to help with the integration efforts through December 2019. Prior to November 2012, she served in a variety of executive positions at Reader’s Digest Association, a global media and data marketing company, including President of International from 2011-2012, President of Europe from 2009-2011, President of Global Consumer Marketing from 2008-2009, and President of North America Consumer Marketing from 2005-2008. Ms. Zier also serves on the board of Prestige Consumer Healthcare Inc., where she chairs the Compensation Committee. 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 Association’s (DMA) board from 2008 to 2015, where she was a voting director and on the executive committee. Ms. Zier is an executive mentor to Fortune 500 senior executives through her work with The ExCo Group, a firm of experienced CEOs, board directors, and global business leaders who bring real world experience to coaching and leadership development. Ms. Zier earned her MBA and Master of Engineering from the Massachusetts Institute of Technology. Additionally, she has received her Corporate Director Certification from Harvard Business School in 2020 and was recognized as a Director100 by the National Association of Corporate Directors in 2022. Key Attributes, Experience and Skills: Ms. Zier is qualified to serve on our Board and as our Chair based on her extensive management leadership experience both domestic and international, her significant consumer product and marketing expertise, including ecommerce, her financial acumen, her M&A experience and her food industry expertise. She also has significant knowledge of sound corporate governance practices. These qualifications and experiences make her a valuable contributor to the Board. Please see the skills matrix under “Director Skills, Experience and Qualifications” below for more information about the specific skills Ms. Zier brings to our Board. | | Chair of the Board, Director | | | Age: 59 Director Since: 2017 Current Public Company Boards: • Prestige Consumer Healthcare Inc. (since May 2020) Public Company Boards in Past Five Years: • Spirit Airlines, Inc. (June 2015 to June 2024) • Purple Innovation, Inc. (November 2020 to June 2023) • Tivity Health, Inc. (March 2019 to December 2019) | |

  14. The Strategy Committee

    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.

  15. Compensation of Directors

    Compensation of Directors Our compensation program for non-employee directors is designed to: • Attract and retain highly qualified non-employee directors; • Fairly compensate non-employee directors for work required in a company of our size and scope; and • Align the interests of non-employee directors with those of our shareholders by paying a significant portion of non-employee director compensation in the form of equity awards. 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.

  16. Compensation of Directors

    | Compensation Component* | Amount ($) | | Annual base retainer for all non-employee directors | 53,000 | | Additional annual fee for Chair of the Board | 100,000 | | Additional annual fee for Chairs of Audit Committee and Strategy Committee | 20,000 | | Additional annual fee for Chairs of Compensation and Talent Management Committee and Nominating and Governance Committee | 15,000 | | Additional annual fee for non-Chair committee members | 5,000 | | Annual base restricted share unit award for all non-employee directors | 170,000 |

  17. Compensation of Directors

    * 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.

  18. Fiscal Year 2024 Director Compensation

    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.

  19. Fiscal Year 2024 Director Compensation

    | Name1 | Fees Earned or Paid in Cash2 ($) | Stock Awards3, 4 ($) | Total ($) | | Richard A. Beck | 73,000 | 170,000 | 243,000 | | Neil Campbell | 38,667 | 198,3335 | 237,000 | | Celeste A. Clark | 73,000 | 170,000 | 243,000 | | Dean Hollis6 | 31,500 | — | 31,500 | | Shervin J. Korangy | 78,000 | 170,000 | 248,000 | | Michael B. Sims | 78,000 | 170,000 | 248,000 | | Carlyn R. Taylor | 63,000 | 170,000 | 233,000 | | Dawn M. Zier | 163,000 | 170,000 | 333,000 |

  20. Fiscal Year 2024 Director Compensation

    1. Directors who are also employees of the Company receive no additional compensation for their service on our Board. Accordingly, Wendy P. Davidson, our President and CEO, did not receive any compensation under the Company’s compensation program for non-employee directors. Compensation paid to Ms. Davidson in connection with her employment is set forth in the Summary Compensation Table on page 46. 2. Cash fees are paid quarterly in February, May, August and November. Under SEC rules, cash fees forgone at the election of a director are required to be included in the Fees Earned or Paid in Cash column. The amounts shown in the Fees Earned or Paid in Cash column may not precisely match a director’s annual cash fee rate that was in effect for the fiscal year due to the timing of the payment cycle for director compensation. 3. The amounts shown in the Stock Awards column represent the grant date fair value of stock awards granted during the fiscal year, calculated in accordance with FASB ASC Topic 718. The assumptions used by the Company in calculating these amounts are included in Note 2 (under the heading “Stock-Based Compensation”) and Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. The amounts shown in the Stock Awards column omit cash fees elected to be received in the form of Company equity awards, which are reported in the Fees Earned or Paid in Cash column under SEC rules. See footnote 2 above. Accordingly, the amounts shown in the Stock Awards column represent the grant date fair value of the annual base restricted share unit award for non-employee directors. 4. The total number of shares underlying outstanding stock awards for each non-employee director as of June 30, 2024 was as follows: Richard A. Beck (21,581 shares), Neil Campbell (15,098 shares), Celeste A. Clark (15,098 shares), Dean Hollis (0 shares), Shervin J. Korangy (22,025 shares), Michael B. Sims (15,098 shares), Carlyn R. Taylor (20,693 shares), and Dawn M. Zier (15,098 shares). All such awards are restricted share units that are scheduled to vest on October 26, 2024. 5. The amount reported for Mr. Campbell in the Stock Awards column includes a prorated base restricted share unit award received in September 2023 upon his appointment to the Board, in addition to the later full annual base restricted share unit award received by all non-employee directors elected at the 2023 Annual Meeting. 6. Mr. Hollis’ service as a director ended on October 26, 2023.

  21. Overview

    Overview 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, eliminating geographic barriers and redundant costs and driving scale, and cultivated a performance-driven, values-based culture. While the year saw continued challenges, including a changing macroeconomic landscape, supply chain and pricing challenges and international geopolitical conflicts and unrest, we remain confident in the Hain Reimagined strategy, the strength of our diversified portfolio and geographic footprint, the benefits of our scale model, and our team’s ability to deliver sustainable growth and long-term value to shareholders. Despite this progress, we did not meet the financial objectives we set out to achieve during fiscal year 2024. For our 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. Because a substantial percentage of the compensation for our CEO and NEOs is based on the success of our Company, the compensation realized by our CEO and NEOs as a whole during fiscal year 2024 was commensurate with our Company performance. The Compensation and Talent Management Committee believes that this demonstrates our commitment to link pay and performance and align the interests of our CEO and NEOs with the long-term interests of our shareholders.

  22. Executive Compensation Practices at a Glance

    | What We Do ✓ | | What We Do NOT Do x | | ✓ | DO align annual incentive pay and performance by linking annual incentive compensation to the achievement of performance goals tied to Company strategic objectivesx | NO guaranteed cash incentives, equity compensation or salary increases for NEOs | | ✓ | DO have a majority of executive compensation at risk based on corporate performancex | NO single trigger acceleration upon a change in control for equity awards granted to NEOs | | ✓ | DO align long-term incentive pay and performance by linking a portion of long-term compensation to the achievement of relative and absolute TSR goalsx | NO acceleration of performance-based equity awards without regard to performance goals, with any acceleration upon a qualifying termination of employment subject to the attainment of performance goals measured through the date of the acceleration event | | ✓ | DO cap payouts for annual incentive and LTIP awardsx | NO executive pension or executive retirement plans for any of our U.S.-based NEOs | | ✓ | DO maintain rigorous stock ownership guidelines (6x base salary for the CEO, 3x base salary for executive officers and 5x annual cash retainer for non-employee directors)x | NO compensation or incentives that encourage unnecessary or excessive risk taking | | ✓ | DO maintain clawback policies with respect to cash and equity incentive compensation, including mandatory clawback of incentive compensation in the event of an accounting restatementx | NO tax gross ups | | ✓ | DO conduct annual compensation review and approval of our compensation philosophy and strategyx | NO pledging of any of our securities by directors, executive officers or other employees | | ✓ | DO appoint a Compensation and Talent Management Committee comprised solely of independent directorsx | NO hedging or derivative transactions by directors, executive officers or other employees involving our securities | | ✓ | DO use an independent compensation consultant engaged by our Compensation and Talent Management Committeex | NO material perquisites; customary home country benefits for one NEO based in Europe |

  23. Executive Compensation Program Objectives

    Executive Compensation Program Objectives We provide a competitive total compensation package to our executive management team through a combination of base salary, annual incentives, long-term incentives and other compensation, as well as severance and change-in-control arrangements. The primary objectives of our executive compensation program are to: • Attract, motivate and retain key employees with outstanding talent and ability; • Align the interests of our executives with the interests of our shareholders; • Reward performance, with a meaningful portion of compensation tied to Company goals; • Promote the creation of long-term shareholder value; and • Structure executive compensation in a manner that promotes our strategic, financial and operating performance objectives, without encouraging unnecessary or excessive risk taking. Our compensation elements are designed to achieve the objectives set forth above as follows: • Base salary and benefits are designed to attract and retain executives by providing regular and continued payments that are appropriate for their position, experience and responsibilities; • Annual performance-based awards are designed to focus our executives on objectives each year that are generally operational and drive specific performance needed to achieve short-term targets that are part of our long-term growth and profitability goals; • Long-term incentives are designed to align our executives’ interests with those of our shareholders and to motivate executives to generate value for our shareholders over the long term; and Severance and change-in-control arrangements are designed to mitigate the distraction of our key executives when faced with a potential change in control or other possible termination situations and to facilitate our ability to attract and retain executives as we compete for talented individuals in a marketplace where such protections are commonly offered.

  24. Target Annual Compensation Mix

    Target Annual Compensation Mix The following charts show the mix of fixed and at risk target annual compensation for our CEO and for our other NEOs who were employed at June 30, 2024 as a group (Messrs. Boyce, Goldenitsch and Golliher and Ms. Meringolo). Fixed compensation represents annual base salaries in effect for fiscal year 2024. At risk compensation is comprised of target annual bonuses under our Annual Incentive Plan (annualized to a full year for Mr. Boyce) and the annual target value of the NEOs’ awards under the 2024-2026 Long-Term Incentive Program. Compensation in the charts below reflects target annual compensation, and therefore does not include the value of the one-time make-whole cash signing bonus of $196,000 paid to Mr. Boyce. For more information about Mr. Boyce’s one-time make-whole cash signing bonus, see “Other Compensation Elements – New CFO Make-Whole Bonus.”

  25. Benchmarking / Peer Group

    Benchmarking / Peer Group A key objective of our executive compensation program is to ensure that total direct compensation is competitive with the companies against which we compete for talent. The Compensation and Talent Management Committee uses compensation data from a peer group as general guidance and as one of many factors that inform its judgment of appropriate compensation parameters for target compensation levels. When using peer group data, the Compensation and Talent Management Committee references the 50th percentile, recognizing that the specific positioning for each NEO is determined on a case-by-case basis considering multiple factors. Each year, the Compensation and Talent Management Committee evaluates its previously-selected peer group and determines which companies best reflect the Company’s competitors for talent. In advance of fiscal year 2024, the Compensation and Talent Management Committee, with the assistance of ClearBridge, conducted its annual evaluation of the Company’s peer group to be used in connection with fiscal year 2024 compensation determinations. The Compensation and Talent Management Committee and ClearBridge evaluated existing peer group companies and potential new peer group companies with respect to enterprise value, revenue and industry. Specifically, they considered a revenue range of approximately 1/2x to 2x the Company’s revenue and an enterprise value range of approximately 1/5x to 5x the Company’s enterprise value, with flexibility applied on the end points to accommodate peers that are a good match from a business perspective and/or to ensure a sufficient number of peers. Based on this review, the Compensation and Talent Management Committee determined to remove Revlon, Inc. from, and add Sovos Brands, Inc. to, the peer group for fiscal year 2024. Accordingly, our peer group for fiscal year 2024 was established as follows:

  26. Benchmarking / Peer Group

    | Fiscal Year 2024 Peer Group | | | • B&G Foods, Inc. | • Lancaster Colony Corporation | | • BellRing Brands, Inc. | • Post Holdings, Inc. | | • Edgewell Personal Care Company | • Sovos Brands, Inc.* | | • Flowers Foods, Inc. | • The Simply Good Foods Company | | • Hostess Brands, Inc.* | • TreeHouse Foods, Inc. | | • J&J Snack Foods Corp. | • Utz Brands, Inc. |

  27. Benchmarking / Peer Group

    * Hostess Brands, Inc. and Sovos Brands, Inc. were acquired during fiscal year 2024, and therefore will be removed from the peer group in the next peer group review.

  28. Annual Incentive Plan

    Annual Incentive Plan A key executive compensation objective is to have a majority of each NEO’s compensation be tied to the Company’s performance. To this end, the Company’s Annual Incentive Plan (“AIP”), administered by the Compensation and Talent Management Committee pursuant to the Company’s Amended and Restated Executive Incentive Plan, is based on performance against key financial objectives designed to drive the specific performance needed to foster the Company’s growth and profitability. The Compensation and Talent Management Committee established the AIP for fiscal year 2024 (the “2024 AIP”) to provide the NEOs and other executives with the opportunity to earn a cash bonus based on the following calculation:

  29. Annual Incentive Plan

    | Target AIP Opportunity 125% of annual base salary for CEO 85% of annual base salary for other NEOs | × | Company Payout Percentage 0% to 150% Based on Company performance against financial objectives in specified performance measures | × | Individual Modifier (for NEOs other than CEO) 0% to 150% Based on Compensation and Talent Management Committee review of individual performance Cannot increase payout above 200% of target |

  30. Annual Incentive Plan

    For fiscal year 2024, the Company’s performance did not meet the threshold goals under the 2024 AIP, and as a result there were no payouts to NEOs under the 2024 AIP.

  31. 2024 AIP Award Opportunities

    2024 AIP Award Opportunities Based on their target annual bonus percentages and the terms of the 2024 AIP, the NEOs had the opportunity to receive the cash awards shown below for fiscal year 2024 under the 2024 AIP.

  32. 2024 AIP Award Opportunities

    | | 2024 AIP Target Award | | | 2024 AIP Maximum Award | | | | | % of Base Salary | ($ or €) | | % of Base Salary | ($ or €) | | | Wendy P. Davidson | 125 | | 1,156,250 | 250 | | 2,312,500 | | Lee A. Boyce1 | 85 | | 389,836 | 170 | | 779,671 | | Wolfgang Goldenitsch | 85 | € | 380,750 | 170 | € | 761,500 | | Steven R. Golliher | 85 | | 387,937 | 170 | | 775,873 | | Kristy M. Meringolo | 85 | | 422,481 | 170 | | 844,961 | | Christopher J. Bellairs2 | — | | — | — | | — |

  33. 2024 AIP Award Opportunities

    1. Mr. Boyce joined the Company on September 5, 2023. His 2024 AIP opportunity was prorated at a rate of 82.2% based on his commencement date, and dollar amounts in the table show the prorated opportunity. 2. Mr. Bellairs served as Executive Vice President and Chief Financial Officer until September 5, 2023 and was not eligible to receive an award under the 2024 AIP.

  34. Company Payout Percentages and Performance Measures

    Company Payout Percentages and Performance Measures For fiscal year 2024, the Compensation and Talent Management Committee decreased the maximum Company payout percentage from 200% to 150%, removed Objectives, Goals, Strategies and Measures (“OGSMs”) as a strategic performance measure, and limited the 2024 AIP to two objective financial metrics (Adjusted EBITDA and Net Sales). The decrease of the maximum Company payout percentage from 200% to 150% was intended to allow for greater differentiation between employees while staying within a total maximum payout of 200% of target. The removal of OGSMs was considered by the Compensation and Talent Management Committee to be prudent in light of the Company’s Hain Reimagined strategy and its focus on financial performance. The Compensation and Talent Management Committee also considered benchmarking regarding the percentage of peer companies that use strategic measures in annual bonus plan designs. As a result of the removal of OGSMs as a performance measure (weighted at 20% in fiscal year 2023), the relative weighting of Adjusted EBITDA and Net Sales necessarily increased from 40% each in fiscal year 2023 to 50% each in fiscal year 2024.

  35. Company Payout Percentages and Performance Measures

    | Performance Measure | Weighting | | Adjusted EBITDA | 50% | | Net Sales | 50% |

  36. Company Payout Percentages and Performance Measures

    Based on the Company’s budget for fiscal year 2024, the Compensation and Talent Management Committee established a range of goals for Adjusted EBITDA and Net Sales and the associated payout percentages with respect to the 2024 AIP. In developing the goals, the Compensation and Talent Management Committee carefully evaluated then-current and expected business conditions, including factors such as (1) supply and capacity challenges facing certain critical brands and products, including infant formula, and (2) recent and planned strategic initiatives including under the “Focus” pillar of our Hain Reimagined strategy, such as our exit from certain geographies and product categories, SKU rationalizations and strategic dispositions, that would result in an intended reduction in Adjusted EBITDA and/or Net Sales as part of a “shrink to grow” strategy. The target goal for Adjusted EBITDA was set at $166.7 million, flat to fiscal year 2023 performance. The target goal for Net Sales was set at $1,872.1 million, 4.2% above fiscal year 2023 performance. The Compensation and Talent Management Committee determined that the fiscal year 2024 target goals were rigorous and challenging in light of then-current business conditions. As further described below, the anticipated challenges to our business that were reflected in our target goals came to fruition, as even the threshold goals for Adjusted EBITDA and Net Sales were not attained. For Adjusted EBITDA, threshold goals were established at 90% of target and maximum goals were established at 110% of target. For Net Sales, threshold goals were established at 95% of target and maximum goals were established at 105% of target. For each measure, potential payouts range from 0% for performance below the threshold goal, to 50% of target for achievement of the threshold goal, to 150% of target for achievement of the maximum goal. For Company performance between specifically enumerated goals, the payout percentage is interpolated on a straight-line basis. For purposes of the 2024 AIP, performance measurement neutralizes the impact of foreign currency fluctuations by using the same exchange rates used for the Company’s fiscal year 2024 budget. Accordingly, both Adjusted EBITDA and Net Sales as calculated under the 2024 AIP are non-GAAP financial measures and are different than reported figures. Adjusted EBITDA goals and performance reflect performance after taking into account 2024 AIP payouts, such that the AIP is self-funding. As such, if threshold payouts under the 2024 AIP would cause actual performance to fall below the threshold goal, then the threshold payout is not earned. For each measure, the goals and associated payout percentages for our NEOs are set forth below, along with the baseline fiscal year 2023 performance.

  37. Company Payout Percentages and Performance Measures

    | Adjusted EBITDA (50% Weight) | | | | Net Sales (50% Weight) | | | | | Baseline Fiscal Year | Fiscal Year 2024 Goals | | | Baseline Fiscal Year | Fiscal Year 2024 Goals | | | | 2023 Performance ($) | Threshold Goal (50% Payout) ($) | Target Goal (100% Payout) ($) | Maximum Goal (150% Payout) ($) | 2023 Performance ($) | Threshold Goal (50% Payout) ($) | Target Goal (100% Payout) ($) | Maximum Goal (150% Payout) ($) | | 166.6 million | 150.0 million | 166.7 million | 183.3 million | 1,796.6 million | 1,778.5 million | 1,872.1 million | 1,965.8 million |

  38. Fiscal Year 2024 AIP Payout Determination

    Fiscal Year 2024 AIP Payout Determination On August 27, 2024, the Company reported fiscal year 2024 Adjusted EBITDA of $154.5 million and Net Sales of $1,736.3 million. After including adjustments solely for purposes of the 2024 AIP to neutralize the impact of foreign currency fluctuations and, for Adjusted EBITDA, to ensure that threshold payouts under the 2024 AIP would not cause actual performance to fall below the threshold goal, Adjusted EBITDA for purposes of the 2024 AIP was determined to be $138.9 million and Net Sales for purposes of the 2024 AIP were determined to be $1,748.1 million. This performance did not meet the threshold goal for either measure, and as a result there were no payouts to NEOs under the 2024 AIP.

  39. Long-Term Incentive Program

    Long-Term Incentive Program We believe that equity grants serve our compensation objectives by linking the compensation of our key employees to our long-term strategic plan and further align such employees with our shareholders since the value of equity awards will increase or decrease with the changes in the value of our common stock. Grants are generally made under a performance-based long-term incentive program (“LTIP”). Participants in the LTIP include our executive officers, including the NEOs, and other key employees. Beginning with fiscal year 2022, our LTIP generally consists of annual grants of one year’s worth of long-term incentive value, which aligns with typical market practices and provides an ongoing incentive and retention focus for our management team. The Compensation and Talent Management Committee seeks to use a mix of equity award types under the LTIP that provides an appropriate balance among the Company’s objectives of shareholder alignment, pay-for-performance and retention of executives. Prior to fiscal year 2019, LTIP awards were generally made annually with a three-year performance period. For fiscal years 2019-2021, instead of receiving an annual grant, NEOs and other employees generally received front-loaded LTIP awards in fiscal year 2019 under the 2019-2021 LTIP meant to represent three years’ worth of long-term incentive value through the end of fiscal year 2021. Beginning with fiscal year 2022, the Compensation and Talent Management Committee elected to resume the practice of granting LTIP awards annually with a three-year performance period. The performance period for the 2022-2024 LTIP will end on November 17, 2024.

  40. 2024-2026 LTIP

    2024-2026 LTIP Overview As with our 2023-2025 LTIP awards granted in fiscal year 2023, the Compensation and Talent Management Committee determined to again use a mix of time-vested RSUs and PSUs for the 2024-2026 LTIP. The use of RSUs ensures that the 2024-2026 LTIP provides some retention value to the NEOs and other key employees, as well as supports the Company’s shareholder alignment objectives. To ensure appropriate performance incentives, the Compensation and Talent Management Committee again decided to grant two types of PSUs with a three-year performance period, using both relative total shareholder return and absolute total shareholder return as metrics. The performance period for the 2024-2026 LTIP is from October 26, 2023 through October 25, 2026 (the “2024-2026 PSU Performance Period”). It was determined that Ms. Davidson would receive 40% of her 2024-2026 LTIP value in RSUs and 60% of the value in PSUs. The other NEOs would receive 50% of their 2024-2026 LTIP value in RSUs and 50% of the value in PSUs. Of the value received by each NEO in PSUs, two-thirds (2/3) would be in PSUs based on relative total shareholder return and one-third (1/3) would be in PSUs based on absolute total shareholder return. All NEOs received awards under the 2024-2026 LTIP in October 2023. Accordingly, the three types of awards granted under the 2024-2026 LTIP were the same as those granted under the 2023-2025 LTIP, consisting of: 1) Time-vested RSUs (the “2024 LTIP RSUs”); 2) PSUs based on the Company’s relative total shareholder return versus the S&P Food & Beverage Select Industry Index over the 2024-2026 PSU Performance Period (the “2024 Relative TSR PSUs”); and 3) PSUs based on the Company’s absolute compound total shareholder return over the 2024-2026 PSU Performance Period (the “2024 Absolute TSR PSUs”). Terms of 2024-2026 LTIP Awards The terms of the awards under the 2024-2026 LTIP are substantially similar to the terms of the awards under the 2023-2025 LTIP. The 2024 LTIP RSUs vest one-third (1/3) per year over three years, with vesting dates of October 25, 2024, 2025 and 2026. The 2024 LTIP RSUs provide for accelerated vesting upon death, disability or a termination without cause that occurs within 12 months following a change in control (i.e., double trigger vesting). Payouts under the 2024 Relative TSR PSUs and the 2024 Absolute TSR PSUs can range from 0% to 200% of the target number of PSUs based on Company performance over the 2024-2026 PSU Performance Period, with attainment of the threshold goal resulting in a payout of 50% of the target number of PSUs. In establishing the performance goals, the Compensation and Talent Management Committee analyzed and considered historical market return levels in order to support pay-for-performance objectives. The performance goals and potential payouts for the 2024 Relative TSR PSUs and the 2024 Absolute TSR PSUs are shown in the following table. Straight-line interpolation applies between performance levels and payouts.

  41. 2024-2026 LTIP

    | Performance Level | 2024 Relative TSR PSUs: Percentile Rank of the Company’s Total Shareholder Return Versus the S&P Food & Beverage Select Industry Index Over the 2024-2026 PSU Performance Period | 2024 Absolute TSR PSUs: Compound Annual Total Shareholder Return Over the 2024-2026 PSU Performance Period | PSUs Earned Based on Company Performance (% of Target Number of PSUs) | | Below Threshold | Below 30th Percentile | Below 7.00% | 0% of Target | | Threshold | 30th Percentile | 7.00% | 50% of Target | | Target | 51st Percentile | 11.00% | 100% of Target | | Maximum | 75th Percentile or Greater | 15.00% or Greater | 200% of Target |

  42. 2024-2026 LTIP

    For the 2024 Relative TSR PSUs, Total Shareholder Return means a company’s total shareholder return during the 2024-2026 PSU Performance Period, which is calculated as (i) the company’s average closing share price over the final 20 trading days of the 2024-2026 PSU Performance Period minus the company’s closing share price on the day prior to the start of the 2024-2026 PSU Performance Period, plus reinvested dividends, divided by (ii) the company’s closing share price on the day prior to the start of the 2024-2026 PSU Performance Period. For the 2024 Absolute TSR PSUs, Compound Annual Total Shareholder Return means the compound annual growth rate over the 2024-2026 PSU Performance Period, expressed as a percentage, from the closing price of the Company’s common stock on the day prior to the start of the 2024-2026 PSU Performance Period ($11.15) to the average closing share price per share of the Company’s common stock over the final 20 trading days of the 2024-2026 PSU Performance Period, plus reinvested dividends over the 2024-2026 PSU Performance Period. Vesting of the 2024 Relative TSR PSUs and the 2024 Absolute TSR PSUs may be accelerated upon certain qualifying terminations of employment, including certain terminations following a change in control, subject to the attainment of the performance goals measured through the date of the applicable acceleration event or earlier change in control. See “Potential Payments upon Termination or Change in Control,” which begins on page 50. Award Amounts The following table shows the details of the number of 2024 LTIP RSUs, 2024 Relative TSR PSUs and 2024 Absolute TSR PSUs received by the NEOs during fiscal year 2024 as part of the 2024-2026 LTIP, as well as the annual long-term incentive value and allocation among award types used to determine the number of awards received by each NEO.

  43. 2024-2026 LTIP

    | Name | Annual Long-Term Incentive Value ($) | % Breakdown RSUs / PSUs (%) | 2024 LTIP RSUs (#) | 2024 Relative TSR PSUs at Target Payout (#) | 2024 Absolute TSR PSUs at Target Payout (#) | | Wendy P. Davidson | 3,250,000 | 40 / 60 | 126,214 | 126,214 | 63,107 | | Lee A. Boyce | 1,000,000 | 50 / 50 | 48,544 | 32,363 | 16,182 | | Wolfgang Goldenitsch | 600,000 | 50 / 50 | 29,127 | 19,418 | 9,709 | | Steven R. Golliher | 400,000 | 50 / 50 | 19,418 | 12,946 | 6,473 | | Kristy M. Meringolo | 600,000 | 50 / 50 | 29,127 | 19,418 | 9,709 | | Christopher J. Bellairs1 | — | — | — | — | — |

  44. 2024-2026 LTIP

    Mr. Bellairs left the Company in November 2023 and did not receive any awards under the 2024-2026 LTIP.

  45. New CFO Make-Whole Bonus

    New CFO Make-Whole Bonus To attract a candidate of Mr. Boyce’s caliber, the Compensation and Talent Management Committee determined that it was necessary and appropriate to award Mr. Boyce a one-time make-whole cash signing bonus of $196,000, subject to prorated recoupment if within the first 12 months of his employment Mr. Boyce voluntarily terminates his employment or is terminated by the Company for cause. The bonus was intended to be economically equivalent to the compensation forfeited by Mr. Boyce as a result of his leaving his then-current employer and joining the Company as CFO.

  46. Severance and Change-in-Control Arrangements

    Severance and Change-in-Control Arrangements The Compensation and Talent Management Committee believes that severance and change-in-control benefits are important for attracting and retaining executive talent, helping to ensure that NEOs can remain focused during periods of uncertainty and neutralizing the potential conflict of our key executives when faced with a potential change in control. Our form of change-in-control agreement for all NEOs includes market-typical provisions. For a complete description of the severance and change-in-control benefits we have agreed to provide to the NEOs, see “Potential Payments upon Termination or Change in Control,” which begins on page 50.

  47. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, SARs, or similar option-like instruments to our named executive officers or other employees or service providers. If in the future we anticipate granting stock options, SARs, or similar option-like instruments, we will establish a policy regarding how the Board determines when to grant such awards and how the Board or Compensation and Talent Management Committee will take material nonpublic information into account when determining the timing and terms of such awards.

  48. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid by us to our NEOs for services rendered during the last three fiscal years.

  49. Summary Compensation Table

    | Name and Principal Position | Fiscal Year1 | Salary2 ($) | Bonus ($) | Stock Awards3,4 ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation5 ($) | Total ($) | | Wendy P. Davidson* | 2024 | 925,000 | — | 4,125,305 | — | 13,044 | 5,063,349 | | President and Chief Executive Officer | 2023 | 462,500 | 960,0006 | 3,066,503 | 250,906 | 25,547 | 4,765,456 | | Lee A. Boyce** | 2024 | 459,277 | 196,0007 | 1,238,209 | — | 4,538 | 1,898,024 | | Chief Financial Officer | | | | | | | | | Wolfgang Goldenitsch† | 2024 | 483,833 | — | 742,933 | — | 61,620 | 1,288,386 | | President, International | 2023 | 451,233 | — | 709,133 | 189,151 | 59,672 | 1,409,189 | | | 2022 | 479,545 | — | 1,734,831 | — | 64,216 | 2,278,592 | | Steven R. Golliher | 2024 | 453,566 | — | 495,303 | — | 8,512 | 957,381 | | Global Chief Supply Chain Officer | | | | | | | | | Kristy M. Meringolo | 2024 | 493,954 | — | 742,933 | — | 10,044 | 1,246,931 | | Chief Legal and Corporate Affairs Officer, Corporate Secretary | 2023 | 490,156 | — | 709,133 | 202,361 | 9,269 | 1,410,919 | | | 2022 | 445,000 | — | 1,617,289 | 87,210 | 8,358 | 2,157,857 | | Christopher J. Bellairs‡ | 2024 | 216,859 | — | — | — | 702,942 | 919,801 | | Former Executive Vice President and Chief Financial Officer | 2023 | 578,500 | — | 1,181,850 | 164,751 | 11,889 | 1,936,990 | | | 2022 | 230,577 | 208,7758 | 616,073 | — | 393 | 1,055,818 |

  50. Summary Compensation Table

    * Ms. Davidson joined the Company on January 1, 2023. ** Mr. Boyce joined the Company on September 5, 2023. † Mr. Goldenitsch is employed by an Austrian subsidiary of the Company. The amounts shown in the Salary and All Other Compensation columns for Mr. Goldenitsch have been converted from euros to U.S. dollars using the average daily closing euro to U.S. dollar exchange rate during the applicable fiscal year, as reported by The Wall Street Journal. The average daily closing rate during fiscal year 2024 was 1 euro equals 1.0818 U.S. dollars, the average daily closing rate during fiscal year 2023 was 1 euro equals 1.0476 U.S. dollars, and the average daily closing rate during fiscal year 2022 was 1 euro equals 1.1274 U.S. dollars. The amount shown in the Non-Equity Incentive Plan Compensation column for Mr. Goldenitsch for fiscal year 2023 was determined in U.S. dollars using a U.S. dollar exchange rate of 1 euro equals 1.09 U.S. dollars. ‡ Mr. Bellairs left the office of Chief Financial Officer in September 2023. 1. The Company’s fiscal year is July 1 to June 30, and we refer to fiscal years by the year in which they end. Fiscal year 2024 began July 1, 2023 and ended June 30, 2024. 2. The amounts shown in the Salary column may not precisely match an NEO’s base salary rate that was in effect for a fiscal year due to payroll timing and/or increases to the base salary rate that became effective during the fiscal year. 3. The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the stock awards granted during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. The assumptions used by the Company in calculating these amounts are included in Note 2 (under the heading “Stock-Based Compensation”) and Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Assuming the highest level of performance will be achieved under the performance-based PSUs granted in fiscal year 2024 (i.e., the 2024 Relative TSR PSUs and the 2024 Absolute TSR PSUs), the aggregate value of such PSUs would be as follows, based on PSUs paying out at maximum (200% of target) and using the closing market price of the Company’s common stock on the date of grant: Wendy P. Davidson ($4,221,858), Lee Boyce ($1,082,554), Wolfgang Goldenitsch ($649,532), Steven R. Golliher ($443,044), Kristy M. Meringolo ($649,532) and Christopher J. Bellairs ($0). The amounts shown in the All Other Compensation column for fiscal year 2024 consist of the following items for each NEO:

  51. Summary Compensation Table

    | Name | 401(k) Plan Matcha ($) | Life and Other Insurance Premiumsb ($) | Pension and Accident Insurance ($) | Company- Provided Carc ($) | Otherd ($) | Separation- Related Payments and Benefits ($) | | Wendy P. Davidson | 12,000 | 1,044 | — | — | — | — | | Lee A. Boyce | 3,494 | 1,044 | — | — | — | — | | Wolfgang Goldenitsche | — | — | 50,318 | 10,905 | 396 | — | | Steven R. Golliher | 7,468 | 1,044 | — | — | — | — | | Kristy M. Meringolo | 9,000 | 1,044 | — | — | — | — | | Christopher J. Bellairs | — | 435 | — | — | — | 702,507f |

  52. Summary Compensation Table

    a. The Company’s 401(k) match is calculated based upon a calendar year, and the amounts provided for each of the NEOs for fiscal year 2024 represent a matching contribution by the Company for calendar year 2023. b. Represents amounts paid by the Company on behalf of the NEOs for life, accidental death and dismemberment and long-term disability insurance. c. We calculated the cost to us for the Company-provided car based on the depreciation expense and the operating costs, such as fuel and maintenance. d. Represents Company-paid home internet service. e. Mr. Goldenitsch is employed by an Austrian subsidiary of the Company and receives benefits that are customary for an executive in Austria. The amounts shown in this table for Mr. Goldenitsch have been converted from euros to U.S. dollars using the average daily closing euro to U.S. dollar exchange rate during our fiscal year 2024, as reported by The Wall Street Journal. The average daily closing rate during fiscal year 2024 was 1 euro equals 1.0818 U.S. dollars. f. Mr. Bellairs received the following payments and benefits during fiscal year 2024 in connection with his departure from the Company: (a) cash severance payments of $635,546, (b) a payment of $53,678 for unused vacation in accordance with Company policy upon an employee’s departure from the Company and (c) payment of COBRA premiums at a cost to the Company for fiscal year 2024 of $13,283. See “Potential Payments upon Termination or Change in Control,” which begins on page 50 for a description of all payments made and benefits provided to Mr. Bellairs in connection with his departure from the Company. 6. The amount reported in the Bonus column for Ms. Davidson for fiscal year 2023 represents a one-time make-whole cash signing bonus which is subject to prorated recoupment if Ms. Davidson is terminated by the Company for Cause (as defined in her employment agreement) or voluntarily terminates her employment other than for Good Reason (as defined in her employment agreement) within the first 24 months following January 1, 2023, her start date with the Company. 7. The amount reported in the Bonus column for Mr. Boyce for fiscal year 2024 represents a one-time make-whole cash signing bonus which is subject to prorated recoupment if within the first 12 months of his employment Mr. Boyce voluntarily terminates his employment or is terminated by the Company for cause. The bonus was intended to be economically equivalent to the compensation forfeited by Mr. Boyce as a result of his leaving his then-current employer and joining the Company as CFO. For more information about Mr. Boyce’s one-time make-whole cash signing bonus, see “Other Compensation Elements – New CFO Make-Whole Bonus.” The amount reported in the Bonus column for Mr. Bellairs for fiscal year 2022 represents a contractually agreed minimum payout received under the 2022 AIP, representing Mr. Bellairs’ target bonus opportunity under the 2022 AIP, prorated based on his start date with the Company. This amount is reported in the Bonus column under SEC rules due to the contractually agreed nature of the payout, which was agreed in connection with Mr. Bellairs’ hiring in January 2022.

  53. Fiscal Year 2024 Grants of Plan-Based Awards

    Fiscal Year 2024 Grants of Plan-Based Awards The following table provides information about the following awards granted in fiscal year 2024: (1) cash bonus opportunities granted under the 2024 AIP and (2) equity awards granted under the 2024-2026 LTIP. These awards are also discussed in the CD&A.

  54. Fiscal Year 2024 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock | | Name | Type of Award | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards1 ($) | | Wendy P. Davidson | AIP | 2 | — | 289,063 | 1,156,250 | 2,312,500 | | | | | | | | RSU | 3 | 10/25/2023 | | | | | | | 126,214 | 1,407,286 | | | PSU | 4 | 10/25/2023 | | | | 63,107 | 126,214 | 252,428 | | 1,946,220 | | | PSU | 5 | 10/25/2023 | | | | 31,554 | 63,107 | 126,214 | | 771,799 | | Lee A. Boyce* | AIP | 2 | — | 97,459 | 389,836 | 779,671 | | | | | | | | RSU | 3 | 10/25/2023 | | | | | | | 48,544 | 541,266 | | | PSU | 4 | 10/25/2023 | | | | 16,182 | 32,363 | 64,726 | | 499,037 | | | PSU | 5 | 10/25/2023 | | | | 8,091 | 16,182 | 32,364 | | 197,906 | | Wolfgang Goldenitsch | AIP | 2 | — | 102,974 | 411,895 | 823,790 | | | | | | | | RSU | 3 | 10/25/2023 | | | | | | | 29,127 | 324,766 | | | PSU | 4 | 10/25/2023 | | | | 9,709 | 19,418 | 38,836 | | 299,426 | | | PSU | 5 | 10/25/2023 | | | | 4,855 | 9,709 | 19,418 | | 118,741 | | Steven R. Golliher | AIP | 2 | — | 96,984 | 387,937 | 775,873 | | | | | | | | RSU | 3 | 10/25/2023 | | | | | | | 19,418 | 216,511 | | | PSU | 4 | 10/25/2023 | | | | 6,473 | 12,946 | 25,892 | | 199,627 | | | PSU | 5 | 10/25/2023 | | | | 3,237 | 6,473 | 12,946 | | 79,165 | | Kristy M. Meringolo | AIP | 2 | — | 105,620 | 422,481 | 844,961 | | | | | | | | RSU | 3 | 10/25/2023 | | | | | | | 29,127 | 324,766 | | | PSU | 4 | 10/25/2023 | | | | 9,709 | 19,418 | 38,836 | | 299,426 | | | PSU | 5 | 10/25/2023 | | | | 4,855 | 9,709 | 19,418 | | 118,741 | | Christopher J. Bellairs** | — | | — | — | — | — | — | — | — | — | — |

  55. Fiscal Year 2024 Grants of Plan-Based Awards

    * Mr. Boyce joined the Company on September 5, 2023. His 2024 AIP opportunity was prorated based on his commencement date. ** Mr. Bellairs served as Executive Vice President and Chief Financial Officer until September 5, 2023 and remained an employee at the Company through November 20, 2023 to assist with the transition of his responsibilities. 1. The grant date fair value of stock awards was calculated in accordance with FASB ASC Topic 718. The assumptions used by the Company in calculating these amounts are included in Note 2 (under the heading “Stock-Based Compensation”) and Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. 2. The amounts shown for AIP awards reflect the threshold, target and maximum cash bonuses that could be earned by each individual under the 2024 AIP. Threshold amounts shown in the table assume achievement of the threshold performance goal for only one of the two metrics under the 2024 AIP. As discussed in the CD&A, the Company did not meet the threshold goal for either performance measure under the 2024 AIP, and as a result there were no payouts to the NEOs under the 2024 AIP. 3. 2024 LTIP RSUs awarded as part of the 2024-2026 LTIP, which are scheduled to vest in three (3) equal annual installments on October 25, 2024, 2025 and 2026. 4. 2024 Relative TSR PSUs awarded as part of the 2024-2026 LTIP, the terms of which are described in the CD&A. 2024 Absolute TSR PSUs awarded as part of the 2024-2026 LTIP, the terms of which are described in the CD&A.

  56. Outstanding Equity Awards at Fiscal Year 2024 Year End

    Outstanding Equity Awards at Fiscal Year 2024 Year End The following table lists all outstanding equity awards held by the NEOs at June 30, 2024.

  57. Outstanding Equity Awards at Fiscal Year 2024 Year End

    | | Stock Awards | | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested1 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 ($) | | Wendy P. Davidson | 1/1/2023 | 23,831 | 2 | 164,672 | | | | | | 1/1/2023 | | | | 17,873 | 3 | 123,502 | | | 1/1/2023 | | | | 8,937 | 4 | 61,755 | | | 1/1/2023 | 63,548 | 5 | 439,117 | | | | | | 10/25/2023 | 126,214 | 6 | 872,139 | | | | | | 10/25/2023 | | | | 63,107 | 7 | 436,069 | | | 10/25/2023 | | | | 31,554 | 8 | 218,038 | | Lee A. Boyce | 10/25/2023 | 48,544 | 6 | 335,439 | | | | | | 10/25/2023 | | | | 16,182 | 7 | 111,818 | | | 10/25/2023 | | | | 8,091 | 8 | 55,909 | | Wolfgang Goldenitsch | 11/18/2021 | 2,451 | 9 | 16,936 | | | | | | 11/18/2021 | | | | 2,465 | 10 | 17,033 | | | 11/18/2021 | | | | 1,214 | 11 | 8,389 | | | 9/8/2022 | 10,690 | 2 | 73,868 | | | | | | 9/8/2022 | | | | 5,372 | 3 | 37,121 | | | 9/8/2022 | | | | 2,646 | 4 | 18,284 | | | 10/25/2023 | 29,127 | 6 | 201,268 | | | | | | 10/25/2023 | | | | 9,709 | 7 | 67,089 | | | 10/25/2023 | | | | 4,855 | 8 | 33,548 | | Steven R. Golliher | 11/18/2021 | 1,470 | 9 | 10,158 | | | | | | 11/18/2021 | | | | 986 | 10 | 6,813 | | | 11/18/2021 | | | | 486 | 11 | 3,358 | | | 9/8/2022 | 7,126 | 2 | 49,241 | | | | | | 9/8/2022 | | | | 3,581 | 3 | 24,745 | | | 9/8/2022 | | | | 1,764 | 4 | 12,189 | | | 10/25/2023 | 19,418 | 6 | 134,178 | | | | | | 10/25/2023 | | | | 6,473 | 7 | 44,728 | | | 10/25/2023 | | | | 3,237 | 8 | 22,368 | | Kristy M. Meringolo | 11/18/2021 | 2,043 | 9 | 14,117 | | | | | | 11/18/2021 | | | | 2,054 | 10 | 14,193 | | | 11/18/2021 | | | | 1,012 | 11 | 6,993 | | | 9/8/2022 | 10,690 | 2 | 73,868 | | | | | | 9/8/2022 | | | | 5,372 | 3 | 37,121 | | | 9/8/2022 | | | | 2,646 | 4 | 18,284 | | | 10/25/2023 | 29,127 | 6 | 201,268 | | | | | | 10/25/2023 | | | | 9,709 | 7 | 67,089 | | | 10/25/2023 | | | | 4,855 | 8 | 33,548 | | Christopher J. Bellairs* | — | — | | — | — | | — |

  58. Outstanding Equity Awards at Fiscal Year 2024 Year End

    * Mr. Bellairs served as Executive Vice President and Chief Financial Officer until September 5, 2023. The treatment of Mr. Bellairs’ outstanding equity awards upon his departure as Executive Vice President and Chief Financial Officer is described in “Potential Payments upon Termination or Change in Control,” which begins on page 50. 1. The market value is based on the closing market price of the Company’s common stock on June 28, 2024, which was $6.91 per share. 2. RSUs awarded as part of the 2023-2025 LTIP that vest in three (3) equal annual installments, with the first and second installments having vested on September 6, 2023 and 2024, respectively, and the remaining installment scheduled to vest on September 6, 2025. 3. PSUs awarded as part of the 2023-2025 LTIP based on relative total shareholder return. In accordance with SEC rules, the amount listed represents the threshold number of shares that may be earned under the award, which is 50% of the target number of shares. Total shares earned under the PSUs will range from 0% to 200% of the target number of shares. 4. PSUs awarded as part of the 2023-2025 LTIP based on absolute total shareholder return. In accordance with SEC rules, the amount listed represents the threshold number of shares that may be earned under the award, which is 50% of the target number of shares. Total shares earned under the PSUs will range from 0% to 200% of the target number of shares. RSUs that vest in three (3) equal annual installments, with the first installment having vested on January 1, 2024 and the remaining two installments scheduled to vest on January 1, 2025 and 2026. RSUs awarded as part of the 2024-2026 LTIP that vest in three (3) equal annual installments on each of October 25, 2024, 2025 and 2026. 7. PSUs awarded as part of the 2024-2026 LTIP based on relative total shareholder return. In accordance with SEC rules, the amount listed represents the threshold number of shares that may be earned under the award, which is 50% of the target number of shares. Total shares earned under the PSUs will range from 0% to 200% of the target number of shares. 8. PSUs awarded as part of the 2024-2026 LTIP based on absolute total shareholder return. In accordance with SEC rules, the amount listed represents the threshold number of shares that may be earned under the award, which is 50% of the target number of shares. Total shares earned under the PSUs will range from 0% to 200% of the target number of shares. 9. RSUs awarded as part of the 2022-2024 LTIP that vest in three (3) equal annual installments, with the first two installment having vested on November 18, 2022 and 2023 and the remaining installment scheduled to vest on November 18, 2024. 10. PSUs awarded as part of the 2022-2024 LTIP based on relative total shareholder return. In accordance with SEC rules, the amount listed represents the threshold number of shares that may be earned under the award, which is 50% of the target number of shares. Total shares earned under the PSUs will range from 0% to 200% of the target number of shares. 11. PSUs awarded as part of the 2022-2024 LTIP based on absolute total shareholder return. In accordance with SEC rules, the amount listed represents the threshold number of shares that may be earned under the award, which is 50% of the target number of shares. Total shares earned under the PSUs will range from 0% to 200% of the target number of shares.

  59. Fiscal Year 2024 Option Exercises and Stock Vested

    Fiscal Year 2024 Option Exercises and Stock Vested The following table shows the number of shares acquired by the NEOs upon the vesting of stock awards during fiscal year 2024, and the value realized. None of the NEOs hold stock options or exercised stock options during fiscal year 2024.

  60. Fiscal Year 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting* ($) | | Wendy P. Davidson | 43,688 | 463,371 | | Lee A. Boyce | — | — | | Wolfgang Goldenitsch | 32,703 | 352,431 | | Steven R. Golliher | 11,167 | 118,141 | | Kristy M. Meringolo | 31,911 | 343,181 | | Christopher J. Bellairs | 11,175 | 111,686 |

  61. Fiscal Year 2024 Option Exercises and Stock Vested

    * Represents the aggregate value realized with respect to all stock awards that vested during the fiscal year ended June 30, 2024. The value realized is based on the closing price of the Company’s common stock on the vesting date and reflects the gross value realized prior to taxes and withholding.

  62. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We believe that severance and change-in-control benefits are important for attracting and retaining executive talent, helping to ensure that NEOs can remain focused during periods of uncertainty and neutralizing the potential conflict of our key executives when faced with a potential change in control. In this section, we describe (1) our severance and change-in-control arrangements with the NEOs who remain currently employed with the Company as executive officers and (2) the severance payments and benefits received or to be received by the NEOs who departed the Company in fiscal year 2024. For the NEOs who remain currently employed with the Company, the table below contains estimates of potential payments to the NEOs upon a hypothetical termination of employment or a change in control under current employment arrangements and equity award agreements, assuming the termination or change-in-control event occurred on June 30, 2024. Values of equity awards are included at $6.91 per share, the closing price of our common stock on June 28, 2024, and the consideration paid or exchanged in a change-in-control transaction is assumed to be $6.91 per share. We have provided a brief description of the applicable employment arrangements and equity award provisions following the table, including in the footnotes. Definitions for the terms “Disability,” “Cause,” “Good Reason” and “Change in Control” are also summarized below under “Definitions of Applicable Termination Events and Change in Control.” The Company does not have any agreements or arrangements that provide the NEOs with payments or benefits upon a voluntary separation (including retirement) or a termination by the Company for Cause, except for payments and benefits that have accrued through the date of separation or termination.

  63. Potential Payments upon Termination or Change in Control

    | Name | Benefit Type | Death or Disability ($) | Termination Without Cause ($) | Termination for Good Reason ($) | Change in Control Without Termination ($) | Change in Control and Termination Without Cause ($) | Change in Control and Termination for Good Reason ($) | | Wendy P. Davidson | Cash Severance1 | — | 4,162,500 | 4,162,500 | — | 6,243,750 | 6,243,750 | | | PSU Vesting2 | — | — | — | — | — | — | | | RSU Vesting | 1,475,928 | 439,117 | 439,117 | — | 1,475,928 | 439,117 | | | Total | 1,475,928 | 4,601,617 | 4,601,617 | — | 7,719,678 | 6,682,867 | | Lee A. Boyce | Cash Severance1 | — | 947,836 | — | — | 1,895,672 | 1,895,672 | | | PSU Vesting2 | — | — | — | — | — | — | | | RSU Vesting | 335,439 | — | — | — | 335,439 | — | | | Total | 335,439 | 947,836 | — | — | 2,231,111 | 1,895,672 | | Wolfgang Goldenitsch | Cash Severance1 | — | 888,024 | — | — | 1,776,048 | 1,776,048 | | | PSU Vesting2 | — | — | — | — | — | — | | | RSU Vesting | 292,072 | — | — | — | 292,072 | — | | | Total | 292,072 | 888,024 | — | — | 2,068,120 | 1,776,048 | | Steven R. Golliher | Cash Severance1 | — | 844,333 | — | — | 1,688,666 | 1,688,666 | | | PSU Vesting2 | — | — | — | — | — | — | | | RSU Vesting | 193,577 | — | — | — | 193,577 | — | | | Total | 193,577 | 844,333 | — | — | 1,882,243 | 1,688,666 | | Kristy M. Meringolo | Cash Severance1 | — | 919,517 | — | — | 1,839,033 | 1,839,033 | | | PSU Vesting2 | — | — | — | — | — | — | | | RSU Vesting | 289,253 | — | — | — | 289,253 | — | | | Total | 289,253 | 919,517 | — | — | 2,128,286 | 1,839,033 |

  64. Potential Payments upon Termination or Change in Control

    1. Cash severance is paid out over a period of time that depends on the amount of the severance obligation in relation to the individual’s annual compensation. Severance of one times the sum of annual base salary and an annual bonus amount is payable over one year; severance of two times the sum of annual base salary and an annual bonus amount is payable over two years; and severance of three times the sum of annual base salary and an annual bonus amount is payable over three years. The cash severance amounts for Mr. Goldenitsch have been converted from euros to U.S. dollars using the closing euro to U.S. dollar exchange rate on June 28, 2024, as reported by The Wall Street Journal, which was 1 euro equals 1.0716 U.S. dollars. No PSUs held by the NEOs would have vested upon any termination or change-in-control event that occurred on June 30, 2024. To the extent the applicable event could have triggered acceleration of vesting, the threshold goals had not been attained as of that date.

  65. Termination Arrangements

    Termination Arrangements Ms. Davidson’s employment agreement provides her with the right to receive severance if the Company terminates her employment without Cause (as defined in her employment agreement) or if she resigns for Good Reason (as defined in her employment agreement), in an amount equal to two times her base salary in effect at the time of termination and two times her target annual bonus for the year in which the termination occurs, payable over 24 months following termination. Her entitlement to the severance is subject to the execution of a separation agreement and release of claims in a form satisfactory to the Company, including an acknowledgement of the continued effectiveness of post-employment restrictive covenants and other obligations to the Company. Each of Messrs. Boyce, Goldenitsch and Golliher and Ms. Meringolo has an agreement or understanding providing them with the right to receive severance if the Company terminates his or her employment without Cause, in an amount equal to one times his or her base salary in effect at the time of termination and one times his or her target annual bonus for the year in which the termination occurs, payable over 12 months following termination. Entitlement to the severance is subject to the execution of a separation agreement and release of claims in a form satisfactory to the Company, including an acknowledgement of the continued effectiveness of post-employment restrictive covenants and other obligations to the Company.

  66. Change-in-Control Agreements

    Change-in-Control Agreements The Company has also entered into Change in Control Agreements with each of Ms. Davidson, Messrs. Boyce, Goldenitsch and Golliher and Ms. Meringolo. Under the agreements, each individual will be entitled to severance if his or her employment is terminated without Cause or for Good Reason within 12 months following a Change in Control. For Ms. Davidson, the amount of severance will be three times the sum of her base salary and target annual bonus, payable over three years following termination. For Messrs. Boyce, Goldenitsch and Golliher and Ms. Meringolo, the amount of severance will be two times the sum of his or her base salary and target annual bonus, payable over two years following termination. Entitlement to the severance is subject to (1) the execution of a release in a form provided by the Company releasing the Company from claims with respect to the individual’s employment or termination, (2) the individual’s compliance with the release, including any return of property, non-disparagement and confidentiality provisions, and (3) the individual’s continued compliance with his or her obligations under any continuing provisions in any agreement with the Company relating to confidentiality, assignment of inventions, non-competition, non-solicitation, non-interference or non-disparagement.

  67. PSUs

    PSUs Each current NEO holds PSUs under the LTIP that may be subject to accelerated vesting if, during the applicable three-year performance period, any such NEO’s employment (1) terminates by reason of death or Disability or (2) is terminated by the Company without Cause or by the individual for Good Reason upon or after a Change in Control. In that event, a determination is made as to whether any performance goals under the PSUs were attained, measured through the date of the termination or any earlier Change in Control. If the threshold performance goal was not attained, then no PSUs will vest. If any performance goals were attained, (A) in the event of a termination by reason of death or Disability, the number of units that would have vested based on performance is determined, and that figure is prorated such that the number of units that will vest will be based on the number of days the NEO spent on the active payroll during the applicable three-year performance period, divided by the number of days in the full three-year performance period, and (B) in the event of a termination by the Company without Cause or by the individual for Good Reason upon or after a Change in Control, 100% of the units earned based on performance will vest.

  68. RSUs

    RSUs Each current NEO holds RSUs under the LTIP that provide for accelerated vesting upon death or Disability as well as “double trigger” accelerated vesting upon a termination without Cause that occurs within 12 months following a Change in Control. Additionally, Ms. Davidson holds an RSU award, granted in January 2023 in connection with her hiring, which provides for accelerated vesting upon death or Disability as well as if the Company terminates her employment without Cause or if she resigns for Good Reason.

  69. Definitions of Applicable Termination Events and Change in Control

    Definitions of Applicable Termination Events and Change in Control The terms “Disability,” “Cause,” “Good Reason” and “Change in Control” have the following meanings for purposes of the agreements and arrangements described above. • Disability – Disability generally means an individual’s inability to perform the material duties of his or her position for a period of 90 consecutive days (or 180 days in the aggregate during any 12-month period) because of physical or mental injury or illness or, if longer, the period of time required to qualify for long-term disability benefit under any long-term disability plan or policy maintained by the Company. • Cause – For purposes of Ms. Davidson’s employment agreement, the Change in Control Agreements referenced above and the PSU and RSU award agreements referenced above, Cause generally means (a) conviction of a felony, (b) failure to substantially perform reasonably assigned duties for 30 days after written notice, (c) theft or embezzlement of Company assets, (d) conduct materially harmful to the public reputation of the Company, (e) any act of dishonesty, fraud, or immoral or disreputable conduct, (f) willful misconduct in the performance of duties or (g) the material breach of any covenant or condition of the individual’s employment agreement, offer letter or other agreement with the Company, or a breach of the individual’s fiduciary duty to the Company or any subsidiary. For purposes of the severance arrangements with Messrs. Boyce, Goldenitsch and Golliher and Ms. Meringolo (other than following a Change in Control), Cause is determined by the Compensation and Talent Management Committee of the Board in good faith. • Good Reason – For purposes of Ms. Davidson’s employment agreement and the RSUs granted in connection with her hiring in January 2023, Good Reason means (a) the assignment of duties or responsibilities materially inconsistent with Ms. Davidson’s position, or a material diminution in the Ms. Davidson’s position, duties, authority or responsibilities, (b) a requirement that Ms. Davidson report to anyone other than the full Board, (c) a material reduction in base salary or (d) any failure by the Company to comply with any of the material provisions of Ms. Davidson’s employment agreement. For the Change in Control Agreements and PSU award agreements referenced above, Good Reason generally means (a) the assignment of duties or responsibilities materially inconsistent with the individual’s position, or a material diminution in the individual’s position, duties, authority or responsibilities, (b) a material reduction in base salary, (c) relocation of the Company’s principal executive offices to a location more than 50 miles from its then-current location and/or (d) any failure by the Company to comply with any of the material provisions of the individual’s employment agreement or offer letter with the Company. • Change in Control – For purposes of the Change in Control Agreements, PSU award agreements and RSU award agreements referenced above, Change in Control generally means (a) the acquisition by any person of beneficial ownership of 50% or more of the voting power of the outstanding securities of the Company, subject to certain exceptions, (b) during any period of one year, individuals who, as of the date of the applicable agreement, constitute the Company’s Board cease to constitute at least a majority of the Board (provided that new directors approved by a vote of at least two-thirds of the original members are generally permitted and deemed to have been serving as of the date of the applicable agreement), (c) consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the assets of the Company, subject to certain exceptions for transactions that are deemed not to result in a true change in control or (d) depending on the agreement, either (i) the shareholders of the Company approve the sale or disposition by the Company (other than to a subsidiary of the Company) of all or substantially all of the assets of the Company or (ii) consummation of a complete liquidation or dissolution of the Company previously approved by the shareholders of the Company.

  70. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship between the annual total compensation of our CEO and the annual total compensation of our median employee (our “CEO pay ratio”). Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with SEC rules.

  71. Fiscal Year 2024 CEO Pay Ratio Determination

    Fiscal Year 2024 CEO Pay Ratio Determination In determining our CEO pay ratio for the fiscal year ended June 30, 2024, we concluded there were no changes to our employee population or employee compensation arrangements that would significantly impact our CEO pay ratio disclosure. Accordingly, as permitted under the SEC’s disclosure rules, we are using the same median employee with respect to our fiscal year 2024 CEO pay ratio calculation as we used for purposes of our fiscal year 2023 pay ratio calculation. Our median employee is a full-time employee located in Europe with annual total compensation of $59,837 for fiscal year 2024, using the closing euro to U.S. dollar exchange rate on June 28, 2024, as reported by The Wall Street Journal, which was 1 euro equals 1.0716 U.S. dollars. For purposes of calculating our CEO pay ratio, our CEO’s annual total compensation for fiscal year 2024 was $5,063,349. Based on this information, the ratio of CEO annual total compensation to the median employee compensation for fiscal year 2024 was estimated to be 85 to 1.

  72. Pay Versus Performance

    Pay Versus Performance As required by SEC rules, we are providing the following “pay versus performance” disclosure centered around a measure of pay referred to as “compensation actually paid” or “CAP” that is calculated in accordance with SEC rules. For our purposes, the primary difference between CAP and “Total” compensation reported in the Summary Compensation Table relates to compensation from equity awards. Whereas the Summary Compensation Table reports the grant date fair value of equity awards granted during the applicable fiscal year, CAP includes the year-over-year change in the fair value of equity awards that are unvested as of the end of the applicable fiscal year or that vested or were forfeited during the applicable fiscal year. As further detailed below, the below pay versus performance disclosure includes: • A pay versus performance table and footnoted detail that includes the “Total” compensation of our NEOs as presented in the Summary Compensation Table, CAP for our NEOs, Company total shareholder return, total shareholder return of a peer group, net income (loss) and our Company-selected financial performance measure, Adjusted EBITDA, in each case for fiscal years 2021, 2022, 2023 and 2024; • Graphs that show the relationships between certain of the information included in the pay versus performance table; and • A list of the most important performance measures used to link CAP for the NEOs to Company performance during fiscal year 2024. This disclosure has been prepared in accordance with SEC rules and does not necessarily reflect value actually realized by our NEOs or how our Compensation and Talent Management Committee evaluates compensation decisions. Please see the CD&A for a discussion of our executive compensation program objectives and the ways in which we align our executives’ compensation with the Company’s performance.

  73. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows, for fiscal years 2021, 2022, 2023 and 2024, the “Total” compensation of our current and former CEOs and the average “Total” compensation for our other NEOs, as presented in the Summary Compensation Table, CAP for our current and former CEOs and the average CAP for other NEOs, Company total shareholder return, total shareholder return of the S&P Food & Beverage Select Industry Index, net income (loss) and our Company selected financial performance measure, Adjusted EBITDA.

  74. Pay Versus Performance Table

    | | | | | | Average Summary | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for Current CEO1 ($) | Summary Compensation Table Total for Former CEO2 ($) | Compensation Actually Paid to Current CEO3 ($) | Compensation Actually Paid to Former CEO3 ($) | Compensation Table Total for Non-CEO NEOs4 ($) | Average Compensation Actually Paid to Non-CEO NEOs5 ($) | Company Total Shareholder Return6 ($) | Peer Group Total Shareholder Return7 ($) | Net Income (Loss)8 (Thousands) ($) | Adjusted EBITDA9 (Thousands) ($) | | 2024 | 5,063,349 | — | 1,596,662 | — | 1,262,105 | 758,644 | 21.93 | 136.85 | (75,042) | 154,522 | | 2023 | 4,765,456 | 7,741,908 | 3,752,004 | 847,657 | 1,646,461 | 551,002 | 39.70 | 135.55 | (116,537) | 166,622 | | 2022 | — | 7,326,221 | — | 8,910,969 | 2,631,605 | 2,762,642 | 75.34 | 131.35 | 77,873 | 200,616 | | 2021 | — | 2,886,066 | — | 6,666,132 | 989,397 | 2,191,715 | 127.32 | 136.26 | 77,364 | 258,938 |

  75. Pay Versus Performance Table

    1. The amount shown in this column reflects the amount reported in the Total column of the Summary Compensation Table for fiscal years 2024 and 2023 for Wendy P. Davidson, who has served as our President and CEO since January 1, 2023. The amounts shown in this column reflect the amounts reported in the Total column of the Summary Compensation Table for each applicable fiscal year for Mark L. Schiller, our former President and CEO who departed that role on December 31, 2022. The amounts shown in these columns reflect the “compensation actually paid” as calculated under SEC rules to Ms. Davidson for fiscal years 2024 and 2023 and to Mr. Schiller for each applicable fiscal year. The following table shows those calculations with respect to fiscal year 2024 for our current CEO.

  76. Pay Versus Performance Table

    | Calculation of “Compensation Actually Paid” Under SEC Rules – Current CEO, Wendy Davidsona | Fiscal Year 2024 ($) | | Amount reported in Total column of Summary Compensation Table | 5,063,349 | | Deduction for amount reported in Stock Awards column of Summary Compensation Table (i.e., grant date fair value of stock awards) | (4,125,305) | | Increase for fair value at fiscal year-end of equity awards granted during the fiscal year that remain outstanding at fiscal year-endb | 1,627,530 | | Increase/deduction for change in fair value during the fiscal year of equity awards granted in a prior fiscal year that remain outstanding at fiscal year-endb | (885,746) | | Increase/deduction for change in fair value during the fiscal year, as of the vesting date, of equity awards granted in a prior fiscal year that vested in the fiscal yearb | (83,166) | | Deduction for fair value at prior fiscal year-end of equity awards granted in a prior fiscal year that failed to meet vesting conditions and were forfeited during the fiscal yearb | — | | “Compensation Actually Paid” under SEC rules | 1,596,662 |

  77. Pay Versus Performance Table

    a. The following components of the calculation of “compensation actually paid” under SEC rules were not applicable: adjustments for defined benefit and actuarial pension plans; additions for equity awards that were both granted and vested during the same fiscal year; and additions for the value of dividends or other earnings paid on equity awards during the fiscal year and not otherwise included in the total compensation for the fiscal year. b. For all equity awards, our methodology for calculating the fair value remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements of PSU awards. Fair values for PSU awards that are based on relative total shareholder return or absolute total shareholder return are measured using a Monte Carlo simulation model in accordance with FASB ASC Topic 718, as described in Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. For both the Company and constituents of the peer group used for PSU awards based on relative total shareholder return, actual performance through the measurement date is taken into account. Additionally, the Monte Carlo simulation model requires the use of certain assumptions, which include assumptions relating to expected share price volatility, risk-free interest rate and, for relative total shareholder return PSUs, correlation coefficients, which factors inherently change over time. 4. The amounts shown in this column reflect, for each applicable fiscal year, the average of the amounts reported in the Total column of the Summary Compensation Table for the Company’s named executive officers other than the CEO. The named executive officers included for this purpose for each applicable year are as follows: (i) for fiscal year 2024, Lee A. Boyce, Wolfgang Goldenitsch, Steven R. Golliher, Kristy M. Meringolo and Christopher J. Bellairs (former); (ii) for fiscal year 2023, Wolfgang Goldenitsch, Kristy M. Meringolo, Christopher J. Bellairs (former) and David J. Karch (former); (ii) for fiscal year 2022, Christopher J. Bellairs (former), Wolfgang Goldenitsch, Kristy M. Meringolo, David J. Karch (former), Javier H. Idrovo (former) and Christopher J. Boever (former); and (iii) for fiscal year 2021, Kristy M. Meringolo, Javier H. Idrovo (former), Christopher J. Boever (former) and Jeryl Wolfe (former). 5. The amounts shown in this column reflect, for each applicable fiscal year, the average amount of “compensation actually paid” as calculated under SEC rules to the Company’s named executive officers other than the CEO. The named executive officers included for this purpose for fiscal year 2024 are Lee A. Boyce, Wolfgang Goldenitsch, Steven R. Golliher, Kristy M. Meringolo and Christopher J. Bellairs (former). The following table shows those calculations.

  78. Pay Versus Performance Table

    | Calculation of “Compensation Actually Paid” Under SEC Rules – Average for Non-CEO Named Executive Officersa | Fiscal Year 2024 ($) | | Average amount reported in Total column of Summary Compensation Table | 1,262,105 | | Deduction for average amount reported in Stock Awards column of Summary Compensation Table (i.e., grant date fair value of stock awards)b | (643,876) | | Increase for average amount of fair value at fiscal year-end of equity awards granted during the fiscal year that remain outstanding at fiscal year-endb | 275,152 | | Increase/deduction for average amount of change in fair value during the fiscal year of equity awards granted in a prior fiscal year that remain outstanding at fiscal year-endb | (102,261) | | Increase/deduction for average amount of change in fair value during the fiscal year, as of the vesting date, of equity awards granted in a prior fiscal year that vested in the fiscal yearb | (32,476) | | Deduction for average amount of fair value at prior fiscal year-end of equity awards granted in a prior fiscal year that failed to meet vesting conditions and were forfeited during the fiscal yearb | — | | Average “Compensation Actually Paid” under SEC rules | 758,644 |

  79. Pay Versus Performance Table

    a. The following components of the calculation of “compensation actually paid” under SEC rules were not applicable: adjustments for defined benefit and actuarial pension plans; additions for equity awards that were both granted and vested during the same fiscal year; and additions for the value of dividends or other earnings paid on equity awards during the fiscal year and not otherwise included in the total compensation for the fiscal year. For all equity awards, our methodology for calculating the fair value remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements of PSU awards. Fair values for PSU awards that are based on relative total shareholder return or absolute total shareholder return are measured using a Monte Carlo simulation model in accordance with FASB ASC Topic 718, as described in Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. For both the Company and constituents of the peer group used for PSU awards based on relative total shareholder return, actual performance through the measurement date is taken into account. Additionally, the Monte Carlo simulation model requires the use of certain assumptions, which include assumptions relating to expected share price volatility, risk-free interest rate and, for relative total shareholder return PSUs, correlation coefficients, which factors inherently change over time. The amounts shown in the column reflect the cumulative total shareholder return on our common stock during the period from June 30, 2020 through the end of the applicable fiscal year, assuming an investment of $100 in our common stock as of the market close on June 30, 2020. 7. The amounts shown in the column reflect the cumulative total shareholder return of the S&P Food & Beverage Select Industry Index, the published industry index used in the performance graph included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, during the period from June 30, 2020 through the end of the applicable fiscal year, assuming an investment of $100 as of the market close on June 30, 2020. 8. Represents the amount of net income (loss) reflected in the Company’s audited financial statements for each applicable fiscal year. Represents the amount of Adjusted EBITDA reported by the Company for each applicable fiscal year. Adjusted EBITDA is the measure selected by the Company under SEC rules as the most important performance measure used to link CAP for the NEOs to Company performance during fiscal year 2024. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A to this proxy statement for additional information on Adjusted EBITDA.

  80. Graphical Presentation of Pay Versus Performance Table

    Graphical Presentation of Pay Versus Performance Table In accordance with SEC rules, the Company is providing the following graphical presentations of the relationships between information presented in the above Pay Versus Performance table. The following graph shows the relationship among (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs in fiscal years 2021, 2022, 2023 and 2024, (2) the cumulative total shareholder return on our common stock and (3) the cumulative total shareholder return of the S&P Food & Beverage Select Industry Index, in the case of clauses (2) and (3) during the period from June 30, 2020 through June 30, 2024, assuming an investment of $100 as of the market close on June 30, 2020. The following graph shows the relationship between (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs and (2) net income (loss), in each case in fiscal years 2021, 2022, 2023 and 2024. The following graph shows the relationship between (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs and (2) Adjusted EBITDA, in each case in fiscal years 2021, 2022, 2023 and 2024.

  81. Approval of an Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    Approval of an Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

  82. General

    General We are asking our shareholders to approve a proposal to amend The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”) to increase the number of shares of common stock (the Company’s shares of common stock are referred to as the “Shares”) available for issuance under the 2022 Plan from 9,200,000 Shares to 12,950,000 Shares (the “Amendment”). The Amendment, if approved, will permit the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s shareholders. As of June 30, 2024, approximately 5,406,100 Shares remained available for future grants of awards under the 2022 Plan (with each Share underlying a “full-value” award counting as 2.00 Shares against such number of Shares available for future grants of awards under the 2022 Plan). The 2022 Plan is designed to attract, retain and motivate qualified employees, directors, consultants and other service providers in order to achieve our long-term growth and profitability objectives, provide competitive levels of remuneration, recognize individual initiatives and achievements, link compensation to corporate performance and align the interests of our service providers with the interests of our shareholders. The grants under the 2022 Plan are designed to promote the convergence of long-term interests between our key employees and other service providers and our shareholders. Our Board believes that approval of the Amendment is necessary to allow us to continue to utilize equity-based compensation awards to retain and attract the services of qualified key individuals essential to our growth and success. Our employees are our most valuable asset and such awards are crucial to our ability to motivate individuals in our service to achieve our goals. Additionally, the Amendment enables participants to share in our future success. In furtherance of these objectives, the Board has approved the Amendment, subject to approval by the shareholders at the Annual Meeting. If this proposal is approved by our shareholders at the Annual Meeting, the Amendment will become immediately effective as of the date of the Annual Meeting and the Board intends to cause the incremental Shares that will become available for issuance under the 2022 Plan to be registered on a Form S-8 Registration Statement, to be filed with the SEC at the Company’s expense as soon as reasonably practicable after shareholder approval and prior to the grant of any awards with respect to such incremental Shares. If our shareholders do not approve the Amendment, the 2022 Plan will continue to remain in effect according to its terms, and we may continue to make awards (subject to the remaining Share reserve) under the 2022 Plan. In reaching our conclusion as to the appropriateness of the proposal to adopt the Amendment, we reviewed key metrics that are typically used to evaluate such proposals as well as the currently anticipated share needs of the Company and the potential dilutive effect of the proposed increase. One such metric many investors use is a calculation that quantifies how quickly a company uses equity awards and is commonly referred to as the “burn rate.” Our burn rate, calculated as the total number of Shares issuable under stock options and RSUs we have granted plus the total number of Shares issued under PSUs earned as a percentage of our annual basic weighted average Shares outstanding, has been on average 1.43% over the last three completed fiscal years. The table below shows detailed information regarding our burn rate over the last three completed fiscal years.

  83. General

    | | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | | Shares issuable under stock options granted | — | — | — | | Shares issuable under RSUs granted1 | 1,149,302 | 809,051 | 627,093 | | Shares issued under PSUs earned 2 | 15,283 | 5,095 | 1,313,967 | | Basic weighted average Shares outstanding | 89,750,000 | 89,396,000 | 92,989,000 | | Burn rate | 1.30% | 0.91% | 2.09% |

  84. General

    1. Reflects the number of Shares issuable under awards granted without counting each Share issuable under awards granted under the 2022 Plan as 2.00 Shares. Does not reflect subsequent forfeitures, cancellations or terminations of awards. 2. Shares issuable under PSUs granted were 619,150, 428,812, and 249,293 for fiscal year 2024, fiscal year 2023 and fiscal year 2022, respectively. These figures reflect the number of Shares issuable under PSUs granted assuming target level performance achievement and without counting each Share issuable under PSUs granted under the 2022 Plan as 2.00 Shares. Does not reflect subsequent forfeitures, cancellations or terminations of PSUs. The following table summarizes all of our outstanding equity awards as of June 30, 2024 and the proposed Shares that would be available under the 2022 Plan if the Amendment is approved by shareholders. Outstanding performance-based vesting awards included in the table below are reflected based on assumed target level performance achievement.

  85. General

    1. Includes 1,315,583 RSUs and 849,041 PSUs at target level performance achievement. The maximum number of Shares issuable under the PSUs outstanding as of June 30, 2024 was 1,698,082 Shares. 2. Each full-value award granted under the 2022 Plan is counted as 2.00 Shares against the 2022 Plan Share reserve. There are currently 5,406,100 Shares available under the 2022 Plan as of June 30, 2024, representing 6.02% of the total number of Shares issued and outstanding.

  86. Stock Options

    Stock Options A stock option is the right to acquire Shares at a fixed exercise price for a fixed period of time. Under the Amended Plan, the Committee may grant incentive stock options (“ISOs”) (which entitle employees to more favorable tax treatment) and/or nonqualified stock options. All of the Shares reserved for issuance in connection with Awards under the Amended Plan may be granted as ISOs. The Committee is authorized to set the terms relating to a stock option, including exercise price, which will not be less than the fair market value on the date of grant, the time and method of exercise, the form of payment of the exercise price and the method of delivery of the Shares. The term of an Option will not exceed ten years from the date of grant. ISOs may only be granted to employees of the Company or its subsidiaries. Once granted, the exercise price of a stock option may not be repriced without shareholder approval. Further, once granted, a stock option may not be exchanged (except in the case of a corporate transaction or event that is subject to the anti-dilution provisions of the Amended Plan), as such an exchange would be considered to be a repricing and would therefore require shareholder approval.

  87. Restricted Stock and Restricted Share Units

    Restricted Stock and Restricted Share Units An Award of restricted stock entitles the holder thereof to Shares, subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose. Such restrictions will lapse under circumstances as the Committee may determine, including upon the achievement of performance criteria referred to below. Except as otherwise determined by the Committee, holders of restricted stock will have all of the rights of a shareholder, including the right to vote restricted stock and, upon or following vesting of the restricted stock, to receive dividends thereon, and unvested restricted stock will be forfeited upon termination of service during the applicable restriction period. An RSU entitles the holder thereof to receive Shares or cash at the end of a specified deferral period. RSUs are also subject to such restrictions as the Committee may impose. Such restrictions will lapse under circumstances as the Committee may determine, including upon the achievement of performance criteria referred to below. Except as otherwise determined by the Committee, RSUs subject to deferral or restriction (and any dividend equivalents thereon) will be forfeited upon termination of employment during any applicable deferral or restriction period.

  88. Performance Shares and Performance Share Units

    Performance Shares and Performance Share Units Performance shares and performance share units provide for future issuance of Shares, payment of cash or a combination thereof, to the recipient upon the attainment of corporate performance goals established by the Committee over specified performance periods. Except as otherwise determined by the Committee, performance shares and performance share units will be forfeited upon termination of service during any applicable performance period. Prior to payment of performance shares or performance share units, the Committee must certify in writing that the performance objectives were satisfied. Performance objectives may vary from person to person and will be based upon one or more of the following performance criteria as the Committee may deem appropriate: total shareholder return; total shareholder return relative to an industry or other index; Share price; earnings per Share; return to shareholders (including dividends); return on equity; revenues; sales; sales by category, brand, territory or geography; unit growth; customer growth (including new customers and increased sales to existing customers); EBITDA or EBIT; operating income or operating profit; net income; gross margin; operating margin; return on capital or return on invested capital; economic value added; economic profit; cash flows; cash flow from operations; market share; inventory levels; inventory days outstanding; consumption; size of line in total or by category or type; consumer and strategic investments; strategic plan implementation or other strategic measures; advertising, brand and product innovation; research and development; costs; managing commodity costs; capital expenditures; working capital; net fixed assets; accounts receivable; days sales outstanding; period overhead; expenses; productivity; market capitalization; customer satisfaction; pro forma net income; return on designated assets; expenses; free cash flow; cash flow return on investment; net profit margin; cash conversion cycle; service levels; and environmental, social and governance (ESG) measures. The performance objectives may be determined by reference to the performance of the Company, or of a subsidiary or affiliate, or of a division or unit of any of the foregoing. Performance periods may overlap. The Committee may revise performance objectives if significant events occur during the performance period which the Committee expects to have a substantial effect on such objectives. Performance shares or performance share units may be paid in Shares, cash or a combination of Shares and cash either as a lump sum payment or in installments, as determined by the Committee.

  89. Change in Control

    Change in Control The Committee, in its sole discretion, may determine in the applicable Award agreement or otherwise that, in the event of a change in control, as defined in the Amended Plan, all outstanding Awards will become fully exercisable or vested or that all restrictions will lapse. The Committee may also (x) cancel such Awards for fair value (as determined in the sole discretion of the Committee), (y) provide for substitute awards that will substantially preserve the terms of any affected Awards to be issued or (z) provide that for a period of at least 15 days prior to the change in control, any Options or SARs will be fully exercisable and will terminate upon the occurrence of the change in control.

  90. Stock Options

    Stock Options In general, the grant of a stock option will not be a taxable event to the recipient and it will not result in a deduction to us. The tax consequences associated with the exercise of a stock option and the subsequent disposition of Shares acquired on the exercise of such option depend on whether the stock option is a nonqualified stock option or an ISO. Upon the exercise of a nonqualified stock option, the participant will recognize ordinary taxable income equal to the excess of the fair market value of the Shares at the date of exercise over the exercise price. We will generally be entitled to a deduction in an equivalent amount. Any gain or loss upon a subsequent sale or exchange of the Shares will be capital gain or loss, long-term or short-term, depending on the holding period for the Shares. Generally, a participant will not recognize ordinary taxable income at the time of exercise of an ISO and no deduction will be available to us, provided the option is exercised while the participant is an employee or within three months following termination of employment (longer, in the case of disability or death). If an ISO granted under the Amended Plan is exercised after these periods, the exercise will be treated for federal income tax purposes as the exercise of a nonqualified stock option. If Shares acquired upon exercise of an ISO are sold or exchanged more than one year after the date of exercise and more than two years after the date of grant of the option, any gain or loss will be long-term capital gain or loss. If Shares acquired upon exercise of an ISO are disposed of prior to the expiration of these one-year or two-year holding periods (a “Disqualifying Disposition”), the participant will recognize ordinary income at the time of disposition, and we will generally be able to claim a deduction, in an amount equal to the excess of the fair market value of the Shares at the date of exercise over the exercise price. Any additional gain to the participant will be treated as capital gain, long-term or short-term, depending on how long the Shares have been held. Where Shares are sold or exchanged in a Disqualifying Disposition (other than certain related party transactions) for an amount less than their fair market value at the date of exercise, any ordinary income recognized in connection with the Disqualifying Disposition will be limited to the amount of gain, if any, recognized in the sale or exchange, and any loss will be a long-term or short-term capital loss, depending on how long the Shares have been held. If an option is exercised through the use of Shares previously owned by the participant, such exercise generally will not be considered a taxable disposition of the previously owned Shares and, thus, no gain or loss will be recognized with respect to such previously owned Shares upon such exercise. The amount of any built-in gain on the previously owned Shares generally will not be recognized until the new Shares acquired on the option exercise are disposed of in a sale or other taxable transaction. Although the exercise of an ISO as described above would not produce ordinary taxable income to the participant, it would result in an increase in the participant’s alternative minimum taxable income and may result in an alternative minimum tax liability. As of June 30, 2024, no options have been granted under the 2022 Plan.

  91. Restricted Stock

    Restricted Stock A participant who receives restricted stock will generally recognize ordinary income at the time that they “vest” (i.e., either when they are not subject to a substantial risk of forfeiture or when they are freely transferable). The amount of ordinary income so recognized will generally be the fair market value of the common stock at the time the restricted stock vests, less the amount, if any, paid for the stock. This amount is generally deductible for federal income tax purposes by us. Dividends paid with respect to unvested restricted stock will be ordinary compensation income to the participant at the time of payment (and generally deductible by us). Any gain or loss upon a subsequent sale or exchange of the Shares, measured by the difference between the sale price and the fair market value on the date the restricted stock vests, will be capital gain or loss, long-term or short-term, depending on the holding period for the Shares. The holding period for this purpose will begin on the date following the date the restricted stock vests. In lieu of the treatment described above, a participant may elect immediate recognition of income under Section 83(b) of the Code. In such event, the participant will recognize as income the fair market value of the restricted stock at the time of grant (determined without regard to any restrictions other than restrictions which by their terms will never lapse), and we will generally be entitled to a corresponding deduction. Dividends paid with respect to shares as to which a proper Section 83(b) election has been made will not be deductible to us. If a Section 83(b) election is made and the restricted stock is subsequently forfeited, the participant will not be entitled to any offsetting tax deduction. Any gain or loss upon a subsequent sale or exchange of the Shares, measured by the difference between the sale price and the fair market value on the date the shares were granted, will be capital gain or loss, long-term or short-term, depending on the holding period for the Shares. The holding period for this purpose will begin on the date the restricted stock was granted to the participant.

  92. SARs and Other Awards

    SARs and Other Awards With respect to SARs, RSUs, performance shares, performance share units and other Awards under the Amended Plan not described above, generally, when a participant receives payment with respect to any such Award granted to him or her under the Amended Plan, the amount of cash and the fair market value of any other property received will be ordinary income to such participant and will be allowed as a deduction for federal income tax purposes to us.

  93. Recommendation of the Board

    Recommendation of the Board The Board believes that approval of the Amendment is in our best interest, as well as the best interest of our shareholders and employees, because the granting of equity awards promotes the convergence of long-term interests between our key employees and our shareholders, as the value of such awards granted will increase or decrease with the value of our common stock. In addition, the ability to grant Awards will assist us in continuing to attract and retain the services of outstanding management and will enable us to use this type of long-term incentive compensation at levels commensurate with our peers while conserving our cash resources. The Board approved the adoption of the Amendment. In the event the shareholders fail to approve the Amendment as proposed, the 2022 Plan will continue in operation pursuant to its terms, with no change to the applicable number of Shares authorized for issuance.

  94. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans The following table provides certain information as of the end of fiscal year 2024 with respect to shares that may be issued under the Company’s existing equity compensation plans.

  95. Securities Authorized for Issuance Under Equity Compensation Plans

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights1 | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights2 | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights)3 | | Equity compensation plans approved by security holders | 3,135,609 | $2.26 | 5,406,100 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 3,135,609 | $2.26 | 5,406,100 |

  96. Securities Authorized for Issuance Under Equity Compensation Plans

    1. The 3,135,609 shares of common stock to be issued upon exercise of outstanding options, warrants and rights consist of (a) 1,315,583 shares that may be issued upon the vesting of RSUs, (b) 1,698,082 shares that may be issued upon the vesting of PSUs and (c) 121,944 shares that may be issued upon the exercise of stock options. The number of shares that may be issued upon the vesting of PSUs represents the maximum number of shares that may be issued if maximum performance goals are achieved. 2. Represents the weighted-average exercise price of outstanding options to purchase 121,944 shares of common stock. This weighted average does not take into account shares that may be issued upon the vesting of PSUs or RSUs. Represents shares available for future issuance under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan.

  97. Non-GAAP Measures Under the 2024 AIP

    Non-GAAP Measures Under the 2024 AIP For purposes of the 2024 AIP, performance measurement neutralizes the impact of foreign currency fluctuations by using the same exchange rates used for the Company’s fiscal year 2024 budget. Accordingly, both Adjusted EBITDA and Net Sales as calculated under the 2024 AIP are non-GAAP financial measures and are different than reported figures. Additional information regarding Adjusted Gross Margin, Adjusted EBITDA and Free Cash Flow is provided below, as we have provided additional disclosures in this proxy statement regarding those measures.

  98. Appendix B-1 – First Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    Appendix B-1 – First Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”) is hereby amended in the manner set forth below, such amendment to be effective as of the effective time of approval of this First Amendment to the 2022 Plan (the “Amendment”) by the shareholders of The Hain Celestial Group, Inc. Notwithstanding the foregoing, the Amendment shall only become effective if it is approved by the Company’s shareholders at the Company’s 2024 Annual Meeting of Shareholders, or any adjournment thereof. 1. The first sentence of Section 4(a) of the 2022 Plan is deleted and replaced in its entirety with the following: “Subject to the counting mechanics and adjustment as provided in Section 4(b) and 4(e) hereof, the total number of Shares reserved for issuance in connection with Awards under the Plan shall be 12,950,000, less one Share for each Share subject to an award granted under the Prior Plan or the Company’s 2019 Equity Inducement Award Program with a grant date after September 30, 2022.” 2. Except for the changes set forth above, the 2022 Plan remains in full force and effect.

  99. Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan Purposes. The purposes of the 2022 Long Term Incentive and Stock Award Plan are to advance the interests of The Hain Celestial Group, Inc. and its stockholders by providing a means to attract, retain, and motivate employees, consultants and directors of the Company and its Affiliates upon whose judgment, initiative and efforts the continued success, growth and development of the Company is dependent. 2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below: (a) “Affiliate” means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan; provided, however, that the Company directly or indirectly owns at least 50% of the combined voting power of all classes of stock of such entity or at least 50% of the ownership interests in such entity. (b) “Award” means any Option, SAR, Restricted Share, RSU, Performance Share, Performance Share Unit, Other Share-Based Award granted to an Eligible Person under the Plan. (c) “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award. (d) “Beneficiary” means the person, persons, trust or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Participant, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits. (e) “Board” means the Board of Directors of the Company. (f) “Change in Control” means the occurrence of any of the following: (i) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Company; provided, however, that for purposes of this clause (i), the following acquisitions shall not constitute a Change in Control: (A) any issuance of voting securities of the Company directly from the Company that is approved by the Incumbent Board (as defined below), or (B) any acquisition of voting securities of the Company by any Person pursuant to a Business Combination (as defined below) that complies with clauses (A), (B) and (C) of clause (iii) below; or (ii) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any Director becoming a member of the Board subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the assets of the Company, or other transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership immediately prior to such Business Combination, (B) no Person (other than such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (iv) consummation of a complete liquidation or dissolution of the Company previously approved by the stockholders of the Company. (g) “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder. (h) “Committee” means the Compensation Committee of the Board, or such other Board committee (which may include the entire Board) as may be designated by the Board to administer the Plan; provided,however, that, unless otherwise determined by the Board, the Committee shall consist of two or more directors of the Company, each of whom is intended to be a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, to the extent applicable; provided, further, that the mere fact that the Committee shall fail to qualify under the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. (i) “Company” means The Hain Celestial Group, Inc., a corporation organized under the laws of Delaware, or any successor corporation. (j) “Director” means a member of the Board who is not an employee of the Company, a Subsidiary or an Affiliate. (k) “Dividend Equivalent” means a right, granted under Section 6(a) in connection with an Award, to receive cash, Shares, or other property equal in value to dividends paid with respect to Shares underlying an Award, subject to the provisions of Section 6(a). (l) “Eligible Person” means (i) an employee of the Company, a Subsidiary or an Affiliate, including any director who is an employee, (ii) a consultant or other service provider to the Company, a Subsidiary or an Affiliate or (iii) a Director. (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations thereunder. (n) “Fair Market Value” means, with respect to Shares or other property, the fair market value of such Shares or other property determined by such methods or procedures as shall be established from time to time by the Committee. If the Shares are listed on any established stock exchange or a national market system, the Fair Market Value of Shares shall mean the closing price on the date of the grant (or, if the Shares were not traded on that day, the closest preceding day on which the Shares were traded) on the principal exchange or market system on which the Shares are traded, as such prices are officially quoted on such exchange. (o) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. (p) “NQSO” means any Option that is not an ISO.

  100. Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    (q) “Option” means a right, granted under Section 5(b), to purchase Shares. (r) “Other Share-Based Award” means a right, granted under Section 5(g), that relates to or is valued by reference to Shares. (s) “Participant” means an Eligible Person who has been granted an Award under the Plan. (t) “Performance Share” means a performance share granted under Section 5(f). (u) “Performance Share Unit” means a performance share unit granted under Section 5(f). (v) “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of voting securities of the Company. (w) “Plan” means this 2022 Long Term Incentive and Stock Award Plan. (x) “Prior Plan” means the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan. (y) “Prior Plan Award” means an equity award granted under the Prior Plan which remained outstanding as of September 30, 2022. (z) “Restricted Shares” means an Award of Shares under Section 5(d) that may be subject to certain restrictions and to a risk of forfeiture. (aa) “Restricted Share Unit” or “RSU” means a right, granted under Section 5(e), to receive Shares or cash at the end of a specified deferral period. (bb) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. (cc) “SAR” or “Share Appreciation Right” means the right, granted under Section 5(c), to be paid an amount measured by the difference between the exercise price of the right and the Fair Market Value of Shares on the date of exercise of the right, with payment to be made in cash or Shares as specified in the Award or determined by the Committee. (dd) “Shares” means common stock, $.01 par value per share, of the Company. (ee) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns shares possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. Administration. (a) Granting Authority. The Committee shall have the authority to make grants of Awards under the Plan and shall have full and final authority to take the following actions with respect to the Awards granted by it, in each case subject to and consistent with the provisions of the Plan: (i) to select Eligible Persons to whom Awards may be granted; (ii) to designate Affiliates; (iii) to determine the type or types of Awards to be granted to each Eligible Person; (iv) to determine the type and number of Awards to be granted, the number of Shares to which an Award may relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, grant price, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, and waiver or accelerations thereof, and waivers of performance conditions relating to an Award, based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award; (v) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, exchanged, or surrendered; (vi) to determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Participant; (vii) to prescribe the form of each Award Agreement, which need not be identical for each Participant; (viii) to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument hereunder; (ix) to accelerate the exercisability or vesting of all or any portion of any Award or to extend the period during which an Award is exercisable; (x) to determine whether uncertificated Shares may be used in satisfying Awards and otherwise in connection with the Plan; and (xi) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Awards granted by it. The Committee shall have general authority and responsibility for the administration of the Plan, including the authority to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan. (b) Manner of Exercise of Authority and Delegation Thereof. The Committee shall have sole discretion in exercising its authority under the Plan. Any action of the Committee with respect to grants made by it shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates, Participants, any person claiming any rights under the Plan from or through any Participant, and stockholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to other members of the Board or officers of the Company or any Subsidiary or Affiliate, individually or as a group, the authority, subject to such terms as the Committee shall determine, to perform administrative functions and, with respect to Awards granted to persons not subject to Section 16 of the Exchange Act, to perform such other functions as the Committee may determine, to the extent permitted under Rule 16b-3 (if applicable) and applicable law. (c) Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company’s independent certified public accountants, or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, and no officer or employee of the Company acting on behalf of the Committee shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation. Shares Subject to the Plan.

  101. Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    (a) Subject to the counting mechanics and adjustment as provided in Section 4(b) and 4(e) hereof, the total number of Shares reserved for issuance in connection with Awards under the Plan shall be 9,200,000, less one Share for each Share subject to an award granted under the Prior Plan or the Company’s 2019 Equity Inducement Award Program with a grant date after September 30, 2022. No Award may be granted if the number of Shares to which such Award relates, when added to the number of Shares previously issued under the Plan, exceeds the number of Shares reserved under the preceding sentence. Subject to the counting mechanics and adjustment as provided in Section 4(b) and 4(e) hereof, if (i) any Awards granted under this Plan, (ii) any Prior Plan Awards or (iii) any awards granted under the Company’s 2019 Equity Inducement Award Program are forfeited, canceled or terminated, in each case, without a distribution of the entire number of Shares underlying such award or payment of other consideration to the Participant, then any Shares previously underlying such award shall, to the extent of any such forfeiture, cancellation or termination, again be (or become, as applicable) available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be canceled to the extent of the number of Shares as to which the Award is exercised. (b) Each Share subject to an Award (other than an Option or SAR) shall count as 2.00 Shares for the purposes of the total number of Shares reserved for issuance in connection with Awards under the Plan described in Section 4(a) above. (c) Notwithstanding anything to the contrary: (i) shares tendered or withheld in payment of the exercise price of an Option shall not be added back to the total number of Shares reserved for issuance in connection with Awards under the Plan described in Section 4(a) above; (ii) shares tendered or withheld to satisfy the tax withholding obligation shall not be added back to the total number of Shares reserved for issuance in connection with Awards under the Plan described in Section 4(a) above; (iii) shares repurchased on the open market with the proceeds of the exercise price of an Option shall not be added to the total number of Shares reserved for issuance in connection with Awards under the Plan described in Section 4(a) above; and (iv) all shares covered by a SAR, to the extent that it is exercised and whether or not the Shares are actually issued to the Participant upon exercise of the right, shall be considered issued or transferred pursuant to the Plan. (d) The maximum number of Shares subject to Awards granted during a fiscal year to any Director, taken together with any cash fees paid to such Director during the fiscal year, shall not exceed $700,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes and excluding, for this purpose, the value of any dividend equivalent payments paid pursuant to any Award granted in a previous fiscal year). (e) In the event that the Committee shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares which may thereafter be issued under the Plan, (ii) the number and kind of shares, other securities or other consideration issued or issuable in respect of outstanding Awards, and (iii) the exercise price, grant price, or purchase price relating to any Award; provided, however, in each case that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(a) of the Code, unless the Committee determines otherwise. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives, if any, included in, Awards in recognition of unusual or non-recurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles. (f) Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares including Shares acquired by purchase in the open market or in private transactions. 5. Specific Terms of Awards. (a) General. Awards may be granted on the terms and conditions set forth in this Section 5. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 8(d)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of termination of service by the Participant. (b) Options. The Committee is authorized to grant Options, which may be NQSOs or ISOs, to Eligible Persons on the following terms and conditions: (i) Exercise Price. The exercise price per Share purchasable under an Option shall not be less than the Fair Market Value of the Shares on the date such Option is granted. (ii) Option Term. The term of each Option shall be a maximum of ten (10) years from the date of grant of the Option. (iii) Time and Method of Exercise. The Committee shall determine at the date of grant or thereafter the time or times at which an Option may be exercised in whole or in part (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), the methods by which such exercise price may be paid or deemed to be paid (including, without limitation, broker-assisted exercise arrangements), the form of such payment (including, without limitation, cash, Shares, or other property), and the methods by which Shares will be delivered or deemed to be delivered to Participants. (iv) ISOs. All of the Shares reserved for issuance in connection with Awards under Section 4(a) of the Plan may be granted as ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, including but not limited to the requirement that the ISO shall be granted within ten years from the earlier of the date of adoption or stockholder approval of the Plan. ISOs may only be granted to employees of the Company or a Subsidiary. (c) SARs. The Committee is authorized to grant SARs (Share Appreciation Rights) to Eligible Persons on the following terms and conditions: (i) Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive with respect to each Share subject thereto, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine in the case of any such right, the Fair Market Value of one Share at any time during a specified period before or after the date of exercise) over (2) the exercise price per Share of the SAR on the date of grant of the SAR, which shall not be less than Fair Market Value (which in the case of a SAR granted in tandem with an Option, shall be equal to the exercise price of the underlying Option). (ii) SAR Term. The term of each SAR shall be a maximum of ten (10) years from the date of grant of the SAR.

  102. Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    (iii) Other Terms. The Committee shall determine, at the time of grant or thereafter, the time or times at which a SAR may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable in settlement, method by which Shares will be delivered or deemed to be delivered to Participants, whether or not a SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR. Unless the Committee determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted at the time of grant of the related NQSO or at any time thereafter and (2) granted in tandem with an ISO may only be granted at the time of grant of the related ISO. (d) Restricted Shares. The Committee is authorized to grant Restricted Shares to Eligible Persons on the following terms and conditions: (i) Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments, or otherwise, as the Committee may determine. Except to the extent restricted under the Award Agreement relating to the Restricted Shares, an Eligible Person granted Restricted Shares shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Shares, but subject to Section 6(a) with respect to dividends. If the lapse of restrictions is conditioned on the achievement of performance criteria, the Committee shall select the criterion or criteria from the list of criteria set forth in Section 5(f)(i). (ii) Forfeiture. Except as otherwise determined by the Committee, at the date of grant or thereafter, upon termination of service during the applicable restriction period, Restricted Shares and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject to restrictions shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Shares. (iii) Certificates for Shares. Restricted Shares granted under the Plan may be evidenced in such manner as the Committee shall determine, including in book entry form. If certificates representing Restricted Shares are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company shall retain physical possession of the certificate. (e) RSUs. The Committee is authorized to grant RSUs to Eligible Persons, subject to the following terms and conditions: (i) Award and Restrictions. Delivery of Shares or cash, as the case may be, will occur upon expiration of the deferral period specified for RSUs by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, RSUs shall be subject to such restrictions as the Committee may impose, if any (including, without limitation, the achievement of performance criteria if deemed appropriate by the Committee), at the date of grant or thereafter, which restrictions may lapse at the expiration of the deferral period or at earlier or later specified times, separately or in combination, in installments or otherwise, as the Committee may determine. If the lapse of restrictions is conditioned on the achievement of performance criteria, the Committee shall select the criterion or criteria from the list of criteria set forth in Section 5(f)(i). (ii) Forfeiture. Except as otherwise determined by the Committee at date of grant or thereafter, upon termination of service (as determined under criteria established by the Committee) during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the RSUs), or upon failure to satisfy any other conditions precedent to the delivery of Shares or cash to which such RSUs relate, all RSUs that are at that time subject to deferral or restriction shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to RSUs will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of RSUs. (f) Performance Shares and Performance Share Units. The Committee is authorized to grant Performance Shares or Performance Share Units or both to Eligible Persons on the following terms and conditions: (i) Performance Period. The Committee shall determine a performance period (the “Performance Period”) in its discretion and shall determine the performance objectives for grants of Performance Shares and Performance Share Units. Performance objectives may vary from Participant to Participant and shall be based upon one or more of the following performance criteria as the Committee may deem appropriate: total shareholder return; total shareholder return relative to an industry or other index; share price; earnings per share; return to shareholders (including dividends); return on equity; revenues; sales; sales by category, brand, territory or geography; unit growth; customer growth (including new customers and increased sales to existing customers); EBITDA or EBIT; operating income or operating profit; net income; gross margin; operating margin; return on capital or return on invested capital; economic value added; economic profit; cash flows; cash flow from operations; market share; inventory levels; inventory days outstanding; consumption; size of line in total or by category or type; consumer and strategic investments; strategic plan implementation or other strategic measures; advertising, brand and product innovation; research and development; costs; managing commodity costs; capital expenditures; working capital; net fixed assets; accounts receivable; days sales outstanding; period overhead; expenses; productivity; market capitalization; customer satisfaction; pro forma net income; return on designated assets; expenses; free cash flow; cash flow return on investment; net profit margin; cash conversion cycle; service levels; and environmental, social and governance (ESG) measures. The performance objectives may be determined by reference to the performance of the Company, or of a Subsidiary or Affiliate, or of a division or unit of any of the foregoing. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Shares and Performance Share Units for which different Performance Periods are prescribed. (ii) Award Value. With respect to any Performance Period, the Committee shall determine for each Participant or group of Participants with respect to that Performance Period the range of number of Shares or dollar values, which may be fixed or may vary in accordance with such performance or other criteria specified by the Committee and which shall be paid to a Participant if the relevant measure of Company performance for the Performance Period is met. (iii) Significant Events. If during the course of a Performance Period there shall occur significant events as determined by the Committee which the Committee expects to have a substantial effect on a performance objective during such period, the Committee may revise such objective.

  103. Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    (iv) Forfeiture. Except as otherwise determined by the Committee, at the date of grant or thereafter, upon termination of service during the applicable Performance Period, Performance Shares and Performance Share Units for which the Performance Period was prescribed shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in an individual case, that restrictions or forfeiture conditions relating to Performance Shares and Performance Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Performance Shares and Performance Share Units. (v) Payment. Each Performance Share or Performance Share Unit may be paid in whole Shares, or cash, or a combination of Shares and cash either as a lump sum payment or in installments, all as the Committee shall determine, at the time of grant of the Performance Share or Performance Share Unit or otherwise, commencing as soon as practicable after the end of the relevant Performance Period. (g) Other Share-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, unrestricted shares awarded purely as a “bonus” and not subject to any restrictions or conditions, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the performance of specified Subsidiaries or Affiliates. The Committee shall determine the terms and conditions of such Awards at date of grant or thereafter. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 5(g) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, notes or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, shall also be authorized pursuant to this Section 5(g). 6. Certain Provisions Applicable to Awards. (a) Dividends / Dividend Equivalents. The Committee is authorized to pay or grant dividends or Dividend Equivalents to Participants in connection with Awards, payable in cash, Shares, or other property; provided, however, that any such dividends or Dividend Equivalents shall be paid only to the extent the underlying Award is vested or otherwise not subject to restrictions, regardless of whether or not such vesting or restrictions are contingent upon continued employment, the achievement of performance goals, or both. For the avoidance of doubt, the accrual of dividends or Dividend Equivalent amounts that become payable upon vesting is permitted. Notwithstanding the foregoing, Dividend Equivalents may not be granted in connection with, or related to, an Option or a SAR. The Committee may provide that dividends or Dividend Equivalents shall be paid or distributed upon vesting of or the lapse of all restrictions under the applicable Award or shall be deemed to have been reinvested in additional Shares or entitle the Participant to additional Awards, as the Committee may specify; provided, however, that dividends and Dividend Equivalents shall be subject to all vesting conditions and restrictions applicable to the underlying Awards. (b) Stand-Alone, Additional, and Tandem. Awards granted under the Plan may, in the discretion of the Committee, be granted to Eligible Persons either alone or in addition to, in tandem with, any other Award granted under the Plan or any award granted under any other plan or agreement of the Company, any Subsidiary or Affiliate. (c) Substitute Awards in Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other transaction, of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan to an employee or director of another corporation or other entity who becomes an Eligible Person by reason of any such transaction in substitution for awards previously granted by such corporation or entity to such employee or director. The terms and conditions of the substitute Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. (d) Term of Awards. The term of each Award granted to an Eligible Person shall be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any Option or a SAR exceed a period of ten years from the date of its grant (or such shorter period as may be applicable under Section 422 of the Code). (e) Repricing Prohibited. Subject to the anti-dilution adjustment provisions contained in Section 4(d) hereof, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cause the amendment of an Option or SAR that would have the effect of reducing the exercise price of an Option or SAR previously granted under the Plan, the cancellation or exchange of an Option or SAR for cash, other awards, or an Option or SAR with an exercise price that is less than the exercise price of the original Option or SAR or otherwise approve any modification to an Option or SAR that would be treated as a “repricing” of such Option or SAR under any then applicable rules, regulations or listing requirements. (f) Form of Payment Under Awards. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Shares, notes or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments, subject to applicable law. (g) Nontransferability. Awards shall not be transferable by a Participant except (i) by will or the laws of descent and distribution (except pursuant to a Beneficiary designation) or (ii) with respect to NQSOs, by gift (for no consideration) to a family member of the Participant to the extent permitted in the applicable Award Agreement and shall be exercisable during the lifetime of a Participant only by such Participant or his or her guardian or legal representative unless it has been transferred by gift to a family member of the Participant, in which case it shall be exercisable only by such transferee. For the purpose of this provision, a “family member” shall have the meaning set forth in the General Instructions to Form S-8 Registration Statement under the Securities Act of 1933, as amended. A Participant’s rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to claims of the Participant’s creditors.

  104. Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    (h) Repayment.If the Company is required to prepare an accounting restatement to correct an accounting error included in a report on Form 10-Q or 10-K caused by the misconduct of a Participant, the Participant shall return to the Company, or forfeit if not paid, any Award arising out of the misconduct for or during such restated period. Additionally, any Awards granted under the Plan may be subject to reduction, cancellation, forfeiture or recoupment to the extent required by applicable law or listed company rules or to the extent otherwise provided in an Award agreement at the time of grant or pursuant to the Company’s clawback or recoupment policy as in effect from time to time. (i) Noncompetition and Other Restrictive Covenants. The Committee may, by way of the Award Agreements or otherwise, establish such other terms, conditions, restrictions and/or limitations, if any, of any Award, provided they are not inconsistent with the Plan, including, without limitation, the requirement that the Participant not engage in competition with the Company and the requirement that the Participant comply with certain other restrictive covenants. 7. Change in Control. In the event of a Change in Control after the Effective Date, (A) if determined by the Committee in the applicable Award agreement or otherwise determined by the Committee in its sole discretion, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions may automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change in Control and (B) the Committee may, but shall not be obligated to, (x) cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and SARs, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or SARs (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or SARs) over the aggregate Option Price of such Options or the aggregate exercise price of such SARs, as the case may be, or (y) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion or (z) provide that for a period of at least 15 days prior to the Change in Control, any Options or SARs shall be exercisable as to all Shares subject thereto and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect. General Provisions. (a) Compliance with Legal and Trading Requirements. The Plan, the granting and exercising of Awards thereunder, and the other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance or delivery of Shares under any Award until completion of such stock exchange or market system listing or registration or qualification of such Shares or other required action under any state or federal law, rule or regulation as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. No provisions of the Plan shall be interpreted or construed to obligate the Company to register any Shares under federal, state or foreign law. The Shares issued under the Plan may be subject to such other restrictions on transfer as determined by the Committee. (b) No Right to Continued Employment or Service. Neither the Plan nor any action taken thereunder shall be construed as giving any employee, consultant, or director the right to be retained in the employ or service of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries or Affiliates to terminate any employee’s, consultant’s or director’s employment or service at any time. (c) Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations or to facilitate for such payment through a “sell to cover” instruction with respect to Shares otherwise deliverable to a Participant; provided, however, that the amount of tax withholding to be satisfied by withholding Shares shall be limited to the minimum amount of taxes (or such higher rates of up to maximum applicable withholding rates as may be permitted by the Committee), including employment taxes, required to be withheld under applicable Federal, state and local law. (d) Amendment. The Board may at any time and from time to time and in any respect, amend or modify the Plan and any Award granted under the Plan. The Board may seek the approval of any amendment or modification by the Company’s stockholders to the extent it deems necessary or advisable in its discretion for purposes of compliance with Section 422 of the Code, the listing requirements of the applicable exchange or securities market or for any other purpose. Except as may be required to comply with Section 409A of the Code, no amendment or modification of the Plan or any Award shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award. (e) No Rights to Awards; No Stockholder Rights. No Eligible Person or employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants and employees. No Award shall confer on any Participant any of the rights of a stockholder of the Company unless and until Shares are duly issued or transferred to the Participant in accordance with the terms of the Award. (f) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

  105. Appendix B-2 – The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

    (g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of options and other awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. (h) Not Compensation for Benefit Plans. No Award payable under this Plan shall be deemed salary or compensation for the purpose of computing benefits under any benefit plan or other arrangement of the Company for the benefit of its employees, consultants or directors unless the Company shall determine otherwise. (i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. (j) Governing Law. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall be determined in accordance with the laws of New York without giving effect to principles of conflict of laws thereof. (k) Effective Date; Plan Termination. The Plan will become effective on November 17, 2022 (the “Effective Date”), conditioned upon the approval of the stockholders of the Company on such date. The Plan shall terminate as to future awards on the date which is ten (10) years after the Effective Date. (l) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. (m) Section 409A. It is intended that the Plan and Awards issued thereunder will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Awards are subject thereto, and the Plan and such Awards shall be interpreted on a basis consistent with such intent. The Plan and any Award Agreements issued thereunder may be amended in any respect deemed by the Board or the Committee to be necessary in order to preserve compliance with Section 409A of the Code. Hain Celestial SCAN TO VIEW MATERIALS & VOTE THE HAIN CELESTIAL GROUP, INC. 221 RIVER STREET, 12TH FLOOR HOBOKEN, NJ 07030 VOTE BY INTERNET Before the Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on October 30, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Meeting - Go to www.virtualshareholdermeeting.com/HAIN2024 You may attend the Annual Meeting of Shareholders via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on October 30, 2024. Have your proxy card in hand when you call and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V53945-P15820 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THE HAIN CELESTIAL GROUP, INC. The Board of Directors recommends you vote "FOR" the election of each director nominee listed in Proposal 1. I. Election of Directors Nominees: Ia. Neil Campbell The Board of Directors recommends you vote “FOR” Proposals 2, 3 and 4. For Against Abstain Ib. Celeste A. Clark, Ph.D. 2. Proposal to approve, on an advisory basis, named executive officer compensation. Ic. Wendy P. Davidson 3. Proposal to ratify the appointment of Ernst & Young LLP to act as registered independent accountants of the Company for the fiscal year ending June 30, 2025. Id. Shervin J. Korangy 4. Proposal to approve the amendment to the 2022 Long Term Incentive and Stock Award Plan. Ie. Alison E. Lewis If. Michael B. Sims Ig. Carlyn R. Taylor Ih. Dawn M. Zier Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report are available at www.proxyvote.com. V53946-P15820 THE HAIN CELESTIAL GROUP, INC. Annual Meeting of Shareholders October 31, 2024, 9:00 a.m. Eastern Time This proxy is solicited by the Board of Directors The undersigned shareholder(s), revoking all prior proxies, hereby appoint(s) Wendy P. Davidson and Kristy M. Meringolo, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of Common Stock of THE HAIN CELESTIAL GROUP, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 a.m. Eastern Time on October 31, 2024, at www.virtualshareholdermeeting.com/HAIN2024, and any adjournment or postponement thereof. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations, and in the discretion of the proxies on such matters as may properly come before the meeting. Continued and to be signed on reverse side