Hain Celestial : 2023 Proxy Statement

2023 PROXY STATEMENT

PURPOSE

To inspire healthier living for people, communi the planet through be

MISSION

To build purpose-driven brands that make healthier living more aering our people,

engaging our partners, and living our values

Our Values

Be curious

I explore ideas & insights with a growth mindset.

Own it	Win
together
I am empowered and	I collaborate with others
accountable for improving	to grow, deliver and
Hain's business results	celebrate success.
and impact.

Foster inclusion

I create an environment where everyone feels welcome, respected and valued for their uniqueness.

September 15, 2023

Dear Fellow Shareholder,

You are cordially invited to attend the 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting") of The Hain Celestial Group, Inc. (the "Company" or "Hain"), which will be held virtually on Thursday, October 26, 2023, at 9:00 a.m., Eastern Time. We believe that holding a virtual meeting again this year is in the best interest of the Company and all of its stakeholders and will allow for shareholder participation using our online tools.

Fiscal year 2023 proved to be a challenging year as the industry continued to feel the impacts of ongoing macroeconomic challenges, including inflation, supply chain disruption, international unrest and the residual impact of an ongoing global pandemic. Throughout the year, our team prioritized servicing our customers and consumers, stabilizing our end-to-end supply chain, and reinvestment in brand building to return our key categories to growth. In the third quarter of fiscal year 2023 we began a significant review of our company strategy, operating model and commercial capabilities to identify key gaps and opportunities to realize the full potential of our business as a global enterprise. We began taking meaningful steps to set the foundation for the future by identifying ways to leverage synergies, simplify and optimize processes, enhance our capabilities, strengthen our end-to-end supply chain, and fuel our brand-building initiatives. Early actions are already making positive impact, fortifying our confidence in delivering growth for our future.

At our 2023 Annual Meeting, our shareholders will vote on

1. the election of the eight director nominees named in the accompanying proxy statement, (2) an advisory vote regarding the compensation of our named executive officers for the fiscal year ended June 30, 2023, as set forth in the accompanying proxy statement, (3) an advisory vote regarding the frequency of holding advisory votes on executive compensation and (4) the ratification of the appointment of our registered independent accountants.

In addition to these formal items of business, you will have an opportunity to ask questions of the Company's senior management and Board of Directors to the extent relevant to the 2023 Annual Meeting. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your

proxy card or the instructions that accompanied your proxy materials.

On behalf of the Company and the members of the Board of Directors, we thank you for your investment and confidence in Hain as a leading better-for-you company. We would like to thank our Hain team members for their continued dedication and commitment to Hain as we live into our purpose to inspire healthier living for people, communities and the planet through better-for-you brands. We remain confident that we have the right foundation to deliver long-term, profitable, and sustainable growth. We hope that you will join us on October 26th, and we look forward to the submission of your vote and your continued support throughout the year.

Sincerely,

Dawn M. Zier	Wendy P. Davidson
Independent Chair	President and Chief
of the Board	Executive Officer and
	Director

September 15, 2023

Notice of Annual Meeting of Shareholders

Date:	Time:	Location:
Thursday,	9:00 a.m.	virtualshareholder
October 26, 2023	Eastern Time	meeting.com/HAIN2023

We are holding the 2023 Annual Meeting for the following purposes:

1. To elect the eight director nominees specified in the accompanying proxy statement to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified

2. To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended June 30, 2023, as set forth in the accompanying proxy statement ("Say

on Pay")

3. To approve, on an advisory basis, the frequency of holding future advisory votes on named executive officer compensation ("Say on Pay Frequency")

4. To ratify the appointment of Ernst & Young LLP as our registered independent accountants for the fiscal year ending June 30, 2024

5. To transact such other business as may properly come before the 2023 Annual Meeting (including any adjournments or postponements thereof)

Only shareholders of record as of the close of business on August 29, 2023 are entitled to notice of, and to vote at, the 2023 Annual Meeting, or any adjournment or postponement thereof. A list of these shareholders will be available for inspection by any shareholder for any purpose germane to the 2023 Annual Meeting for a period of ten days prior to the 2023 Annual Meeting at our principal executive office.

By order of the Board of Directors,

Kristy M. Meringolo

Executive Vice President,

Chief Legal and Corporate Affairs Officer,

Corporate Secretary

Your vote is important. Whether or not you expect to attend the 2023 Annual Meeting virtually, please submit your vote as soon as possible. See page 72 in the accompanying proxy statement for a description of the ways by which you may cast your vote on the matters being considered at the 2023 Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 26, 2023: A complete set of proxy materials relating to our 2023 Annual Meeting is available on the internet. These materials, consisting of this notice of annual meeting of shareholders, the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, may be viewed at ir.hain.com/shareholder-information/proxy.

Table of Contents

Proxy Statement Summary	1	Executive Compensation	30
Voting Matters and Vote Recommendations	1		Compensation Discussion and Analysis	30
Company Snapshot	1		Compensation Committee Report	43
Fiscal Year 2023 Snapshot	2		Executive Compensation Tables	44
Corporate Governance	3		Potential Payments upon Termination or Change in Control	49
ESG Strategy	5		CEO Pay Ratio	53
PROPOSAL 1			Pay Versus Performance	55
Election of Directors	9	PROPOSAL 2
			Advisory Vote Regarding the Compensation of the
General	9
	Company's Named Executive Officers	60
The Director Nominees for Election at the 2023 Annual
Meeting	10		PROPOSAL 3
Board of Directors and Corporate Governance	18
	Advisory Vote on the Frequency of Future Advisory
The Board of Directors	18		Votes on Executive Compensation	61
Director Independence	18		PROPOSAL 4
Board Meetings and Attendance	18
Board Leadership Structure	18		Ratification of Appointment of Registered Independent
Executive Sessions	19		Accountants	62
Director Elections	19
Director Nomination Process and Shareholder			Report of the Audit Committee	64
Nominations	19
Diversity and Inclusion	20		Securities Authorized for Issuance Under Equity
Director Skills, Experience and Qualifications	21		Compensation Plans	65
Committees of the Board	21
Board Role in Risk Oversight	23		Ownership of Common Stock by Management and
Information Security	24		Certain Beneficial Owners	66
Board Oversight for ESG	24
Board and Committee Self-Evaluations	25		Certain Relationships and Related Party Transactions	68
Management Succession Planning	25
Director Orientation and Continuing Education	25		Other Matters	69
Website Access to Corporate Governance Documents	25
Compensation of Directors	26		Shareholder Proposals and Other Communications	70
Director Stock Ownership Guidelines	27
	Questions and Answers About Our 2023 Annual Meeting	71
Executive Officers	28
Appendix A - Non-GAAP Financial Measures	A-1

This proxy statement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words "believe," "expect," "anticipate," "may," "should," "plan," "intend," "potential," "vision," "will" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition and our strategic plans. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties that may cause actual results to differ materially from forward-looking statements are described in our most recent Annual Report on Form 10-K and our other filings from time to time with the U.S. Securities and Exchange Commission (the "SEC"). We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.