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STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS | 9 Months Ended
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Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS | STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS Under the Company’s Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”), the Company historically granted equity-based awards to its officers, senior management, other key employees, consultants, and directors. The Company currently utilizes a stockholder-approved plan, The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”), which was approved at the Company’s 2022 Annual Meeting of Stockholders held on November 17, 2022. The 2022 Plan permits 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 stockholders. The Company also historically granted shares under its 2019 Equity Inducement Award Program (the “2019 Inducement Program”) to induce selected individuals to become employees of the Company. The 2002 Plan, the 2022 Plan and the 2019 Inducement Program are collectively referred to as the “Stock Award Plans.” In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (the “LTI Program” or “LTIP”) that provides for equity awards, including performance and market-based equity awards that can be earned over defined performance periods. The Company’s LTIP plans, with the exception of the 2023 - 2025 LTIP described below, are described in Note 13, Stock-Based Compensation and Incentive Performance Plans, in the Notes to the Consolidated Financial Statements in the Form 10-K. Compensation cost and related income tax benefits recognized in the Consolidated Statements of Operations for stock-based compensation plans were as follows:
| Three Months Ended March 31, |  | Nine Months Ended March 31,
| 2024 |  | 2023 |  | 2024 |  | 2023
Selling, general and administrative expenses | $ | 3,017 |  |  | $ | 3,228 |  |  | $ | 10,135 |  |  | $ | 10,657 |
Related income tax benefit | $ | 316 |  |  | $ | 464 |  |  | $ | 1,170 |  |  | $ | 1,417 |
Restricted Stock Awards of restricted stock are either restricted stock awards (“RSAs”) or restricted stock units (“RSUs”) that are issued at no cost to the recipient. Performance-based or market-based RSUs are issued in the form of performance share units (“PSUs”). A summary of the restricted st ock activity (including all RSAs, RSUs and PSUs) for the nine months ended March 31, 2024 is as follows:
| Number of Shares and Units |  | Weighted Average Grant Date Fair Value (per share)
Non-vested RSAs, RSUs and PSUs outstanding at June 30, 2023 | 1,288 |  |  | $ | 26.37 |
Granted | 1,630 |  |  | $ | 12.25 |
Vested | (511) |  |  | $ | 27.89 |
Forfeited | (211) |  |  | $ | 21.75 |
Non-vested RSAs, RSUs and PSUs outstanding at March 31, 2024 | 2,196 |  |  | $ | 15.56 |
Shares granted during the nine months ended March 31, 2024 related to shares of RSUs and PSUs granted under the 2024 - 2026 LTIP. Vested shares during the nine months ended March 31, 2024 include a total of 15 shares related to certain performance-based metrics being met and a total of 495 shares related to service-based RSUs. There are market-based PSU awards outstanding under the 2024 - 2026 LTIP, the 2023 – 2025 LTIP and the 2022 – 2024 LTIP. At March 31, 2024, 573 of such shares were outstanding under the 2024 – 2026 LTIP, 264 of such shares were outstanding under the 2023 – 2025 LTIP while 48 shares were outstanding under the 2022 – 2024 LTIP. The fair value of RSAs, RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting was as follows:
| Nine Months Ended March 31,
| 2024 |  | 2023
Fair value of RSAs, RSUs and PSUs granted | $ | 19,965 |  |  | $ | 24,560 |
Fair value of shares vested | $ | 5,430 |  |  | $ | 3,467 |
Tax benefit recognized from restricted shares vesting | $ | 650 |  |  | $ | 520 |
At March 31, 2024, there was $23,327 of unrecognized stock-based compensation expense related to non-vested restricted stock awards which is expected to be recognized over a weighted average period of 2.1 years. 2024-2026 LTIP During the nine months ended March 31, 2024, the Company granted market-based PSU awards under the LTIP with a total target payout of 596 shares of common stock. At March 31, 2024, there were 573 such shares outstanding under the LTIP. Such PSU awards will vest, if at all, pursuant to a defined calculation of either relative TSR or absolute TSR (as defined) over the period from October 26, 2023 through the earlier of (i) October 25, 2026; (ii) the date the participant’s employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as defined) (the “2024 TSR Performance Period”). Vesting of 382 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2024 TSR Performance Period (the “2024 Relative TSR PSUs”). Vesting of 191 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2024 TSR Performance Period (the “2024 Absolute TSR PSUs”). Total shares eligible to vest for both the 2024 Relative TSR PSUs and 2024 Absolute TSR PSUs range from zero to 200% of the target amount. Grant date fair values are calculated using a Monte Carlo simulation model with grant date fair values per target share and related valuation assumptions as follows:
| Absolute TSR PSUs |  | Relative TSR PSUs
Grant date fair value (per target share) | $12.23 |  | $15.42
Risk-free interest rate | 4.98 | % |  | 4.98 | %
Expected dividend yield | — |  | —
Expected volatility | 33.70 | % |  | 23.10 | %
Expected term | 3.00 years |  | 3.00 years
CEO Succession On November 22, 2022, the Board approved a succession plan pursuant to which Mark L. Schiller transitioned from his position as President and Chief Executive Officer of the Company effective as of December 31, 2022 (the “Transition Date”). As of the Transition Date, certain of Mr. Schiller's stock-based compensation awards were modified and others were forfeited. Additionally, Mr. Schiller will receive severance totaling $4,725, paid in installments over a two-year period following the Transition Date. Severance, including payroll taxes and other costs, was recognized during the three and nine months ended December 31, 2022. On November 22, 2022, the Board appointed Wendy P. Davidson to the role of President and Chief Executive Officer and as a director on the Board, in each case effective as of January 1, 2023 (the “Start Date”). On the Start Date, Ms. Davidson received the following awards under the 2023 - 2025 LTIP: 36 Relative TSR PSUs (at target), 18 Absolute TSR PSUs (at target) and 36 RSUs. The Relative TSR PSUs and Absolute TSR PSUs have the same TSR Performance Period, performance goals and beginning stock price as those applicable to awards granted to other employees under the 2023 - 2025 LTIP. The RSUs vest in one-third (1/3) installments on each of September 6, 2023, 2024 and 2025. Additionally, in recognition of the compensation Ms. Davidson forfeited by leaving her former employer, on the Start Date, Ms. Davidson also received a one-time make-whole RSU award of 95 RSUs that vest in one-third (1/3) installments on each of the first, second and third anniversaries of the Start Date. Grant date fair values were calculated using a Monte-Carlo simulation model with grant date fair values per target share and related valuation assumptions as follows:
| Absolute TSR PSUs |  | Relative TSR PSUs
Grant date fair value (per target share) | $ | 13.84 |  |  | $ | 19.54 |
Risk-free interest rate | 4.28 | % |  | 4.28 | %
Expected dividend yield | — |  |  | — |
Expected volatility | 40.70 | % |  | 28.20 | %
Expected term | 3.00 years |  | 3.00 years

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