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Stock-based Compensation and Incentive Performance Plans | 12 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-based Compensation and Incentive Performance Plans | 14. STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS The Company maintains a shareholder-approved plan, The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (as amended, the “2022 Plan”), which was approved at the Company’s 2022 Annual Meeting of Shareholders held on November 17, 2022, and further amended at the Company’s 2024 Annual Meeting of Shareholders held on October 31, 2024. 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 shareholders. The 2022 Plan is administered by the Compensation Committee of the Company’s Board of Directors. The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and its 2019 Equity Inducement Award Program. In the second quarter of fiscal 2025, a new form of awards was granted to employees that can be settled in cash or stock, at the Company’s discretion. These awards are accounted for as liability-based equity awards since the Company has the ability and intent to settle such awards in cash. Stock-Based Award Activity During Past Three Years Stock-based awards are generally issued in the form of restricted share units (“RSUs”), which are service-based awards, and performance share units (“PSUs”) that are subject to the achievement of minimum market conditions or performance goals. RSU awards to employees generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases. RSU awards to non-employee directors generally provide for a vesting period of one year. For PSU awards, the following share figures are stated at target levels, and the awards outstanding as of June 30, 2025 generally provide for vesting at 0% to 150% or 200% of the target level. Awards of PSUs and RSUs are issued at no cost to the recipient. A summary of all stock-based award activity for the twelve months ended June 30, 2025 is as follows:
|  | 2025 |  |  | 2024 |  |  | 2023 |
|  | Number of Shares and Units |  |  | Weighted Average Grant Date Fair Value (per share) |  |  | Number of Shares and Units |  |  | Weighted Average Grant Date Fair Value (per share) |  |  | Number of Shares and Units |  |  | Weighted Average Grant Date Fair Value (per share) |
Non-vested at beginning of period - RSUs and PSUs |  |  | 2,165 |  |  | $ | 15.03 |  |  |  | 1,288 |  |  | $ | 26.37 |  |  |  | 790 |  |  | $ | 42.44 |
Granted |  |  | 2,278 |  |  | $ | 6.94 |  |  |  | 1,768 |  |  | $ | 11.83 |  |  |  | 1,242 |  |  | $ | 20.34 |
Vested |  |  | (624 | ) |  | $ | 13.52 |  |  |  | (528 | ) |  | $ | 27.38 |  |  |  | (250 | ) |  | $ | 36.23 |
Forfeited |  |  | (1,192 | ) |  | $ | 13.46 |  |  |  | (363 | ) |  | $ | 19.13 |  |  |  | (494 | ) |  | $ | 31.92 |
Non-vested at end of period - RSUs and PSUs |  |  | 2,627 |  |  | $ | 9.09 |  |  |  | 2,165 |  |  | $ | 15.03 |  |  |  | 1,288 |  |  | $ | 26.37 |
The fair value of RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting, for the last three fiscal years ended June 30 was as follows:
|  | Fiscal Year Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Fair value of RSUs and PSUs granted |  | $ | 15,806 |  |  | $ | 20,726 |  |  | $ | 25,258 |
Fair value of RSUs and PSUs vested |  | $ | 4,826 |  |  | $ | 5,545 |  |  | $ | 4,684 |
Tax benefit recognized from RSUs and PSUs vesting |  | $ | 625 |  |  | $ | 673 |  |  | $ | 631 |
At June 30, 2025, $11,241 of unrecognized stock-based compensation expense related to non-vested RSUs and PSUs was expected to be recognized over a weighted average period of approximately 0.99 years. Cash-Settled Award Activity The Company grants cash-settled awards that are either service-based or subject to the achievement of minimum market conditions or performance goals. Service-based cash awards generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases. For cash awards tied to minimum market conditions or performance goals, award amounts are stated at target levels with vesting at 0% to 150% of the target level depending on conditions or performance. Cash-based awards are issued at no cost to the recipient. The fair value of these cash-settled awards is measured at each reporting period until the awards are settled. The performance-based cash-settled award liability at June 30, 2025 was recorded ratably based on the Company’s projected achievement at the end of the measurement period. The cash incentive award liability was $697 at June 30, 2025, $622 of which is classified as a current liability and reported in accrued expenses and other current liabilities, and the balance included in other non-current liabilities within the consolidated balance sheets. During the three months ended June 30, 2025, the estimated fair value of grant ed cash-settled awards was $4,749. For the reporting period, the Company recognized a forfeiture adjustment of $1,152. As of June 30, 2025, the total remaining non-vested cash-settled awards outstanding was $3,597. Long-Term Incentive Program In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (“LTIP”) that provides for equity awards, including market-based PSUs that can be earned over defined performance periods. The participants of the LTIP include certain of the Company’s executive officers and other key executives. The LTIP is administered by the Compensation and Talent Management Committee, which is responsible for, among other items, selecting the specific performance measures for awards, setting the target performance required to receive an award after the completion of the performance period, and determining the specific payout to the participants. For RSUs, the Company uses the fair market value of the Company’s common stock on the grant date to measure fair value for service-based awards and for market-based PSUs, the Company uses a Monte Carlo simulation model to determine the fair value of those awards granted under the LTIP. The fair value of RSUs and PSUs is then used to record stock-based compensation expense. The use of the Monte Carlo simulation model requires the Company to make estimates and assumptions and therefore, the Company has included additional information regarding the terms of the PSUs granted and the inputs into the Monte Carlo simulation model below. 2025-2027 LTIP During the fiscal year ended June 30, 2025, the Company granted market-based PSU awards under the LTIP with a total target payout of 652 shares of common stock. At June 30, 2025, there were 476 such shares outstanding under the LTIP. Such PSU awards will vest, if at all, pursuant to a defined calculation of relative total shareholder return (“TSR”) over the period from October 29, 2024 through the earlier of: (i) October 28, 2027; (ii) the date the participant’s employment is terminated due to death or Disability (as defined in the award agreement); or (iii) the effective date of a Change in Control (as defined in the award agreement) (the “2025 TSR Performance Period”). Total shares eligible to vest range from zero to 150% 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:
|  | Relative TSR PSUs |
Grant date fair value (per target share) |  | $ | 9.89 |
Risk-free interest rate |  |  | 4.09 | %
Expected volatility |  |  | 20.90 | %
Expected term |  | 3.00 years |
2024-2026 LTIP During the fiscal year ended June 30, 2024, the Company granted market-based PSU awards under the LTIP with a total target payout of 618 shares of common stock. At June 30, 2025, there were 556 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 in the award agreement) 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 in the award agreement); or (iii) the effective date of a Change in Control (as defined in the award agreement) (the “2024 TSR Performance Period”). Vesting of 370 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 185 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:
|  | Fiscal Year ended June 30, 2025 |
|  | 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 volatility |  |  | 33.70 | % |  |  | 23.10 | %
Expected term |  | 3.00 years |  |  | 3.00 years |
2023-2025 LTIP During the fiscal year ended June 30, 2023, the Company granted market-based PSU awards under the LTIP with a total target payout of 429 shares of common stock. At June 30, 2024, 249 of such shares were outstanding. Such PSU awards will vest, if at all, pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agreement) over the period from September 6, 2022 through the earlier of: (i) September 6, 2025; (ii) the date the participant’s employment is terminated due to death or Disability (as defined in the award agreement); or (iii) the effective date of a Change in Control (as defined in the award agreement) (the “2023 TSR Performance Period”). Vesting of 167 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2023 TSR Performance Period (the “2023 Relative TSR PSUs”). Vesting of 82 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2023 TSR Performance Period (the “2023 Absolute TSR PSUs”). Total shares eligible to vest for both the 2023 Relative TSR PSUs and 2023 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:
|  | Fiscal Year ended June 30, 2024 |
|  | 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 volatility |  |  | 33.70 | % |  |  | 23.10 | %
Expected term |  | 3.00 years |  |  | 3.00 years |
2022-2024 LTIP During the fiscal year ended June 30, 2022, the Company granted market-based PSU awards under the LTIP with a total target payout of 193 shares of common stock. At June 30, 2024, 44 of such shares were outstanding. Vesting is pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agreement) over the period from November 18, 2021 through the earlier of: (i) November 17, 2024; (ii) the date the participant’s employment is terminated due to death or Disability (as defined in the award agreement); or (iii) the effective date of a Change in Control (as defined in the award agreement) (the “2022 TSR Performance Period”). Vesting of 29 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2022 TSR Performance Period (the “2022 Relative TSR PSUs”). Vesting of 15 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2022 TSR Performance Period (the “2022 Absolute TSR PSUs”). Total shares eligible to vest for both the 2022 Relative TSR PSUs and 2022 Absolute TSR PSUs range from 0% to 200% of the target amount. Grant date fair values are calculated using a Monte Carlo simulation model with weighted average grant date fair values per target share and related valuation assumptions as follows:
|  | Fiscal Year ended June 30, 2023 |
|  | Absolute TSR PSUs |  |  | Relative TSR PSUs |
Grant date fair value (per target share) |  | $ | 20.18 |  |  | $ | 27.47 |
Risk-free interest rate |  |  | 3.54 | % |  |  | 3.54 | %
Expected volatility |  |  | 40.30 | % |  |  | 26.60 | %
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, the Company’s former CEO, transitioned from his position as President and Chief Executive Officer of the Company effective as of December 31, 2022, and Wendy P. Davidson was appointed 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. As of December 31, 2022, certain of Mr. Schiller’s stock-based compensation awards were modified and others were forfeited. On January 1, 2023, 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 had 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 would 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, Ms. Davidson also received a one-time make-whole RSU award of 95 RSUs that would vest in one-third (1/3) installments on each of the first, second and third anniversaries of January 1, 2023. 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 volatility |  |  | 40.70 | % |  |  | 28.20 | %
Expected term |  | 3.00 years |  |  | 3.00 years |
On May 7, 2025, the Company announced that Ms. Davidson departed as President and Chief Executive Officer and as a member of the Board effective May 6, 2025. In accordance with the agreement governing her make-whole RSU award, the remaining 32 unvested make-whole RSUs accelerated and vested as of May 6, 2025. All other unvested equity awards held by Ms. Davidson were forfeited in their entirety as of such date. The Hain Board is executing its leadership succession plan to identify the Company’s next CEO. The Board appointed Alison E. Lewis, a member of the Board since September 2024, as Interim President and CEO. In connection with her appointment, Ms. Lewis received an RSU award of 621 RSUs that vest over a one-year period subject to Ms. Lewis’s continued employment as Interim President and Chief Executive Officer and certain other exceptions. Summary of Stock-Based Compensation Compensation cost and related income tax benefits recognized on the consolidated statements of operations for stock-based compensation plans were as follows:
|  | Fiscal Year Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Selling, general and administrative expense |  |  |  |  |  |  |  |  |
Stock-based awards |  | $ | 8,149 |  |  | $ | 12,704 |  |  | $ | 14,423 |
Cash-settled awards |  |  | 697 |  |  | $ | — |  |  | $ | — |
Total selling, general and administrative expense |  | $ | 8,846 |  |  | $ | 12,704 |  |  | $ | 14,423 |
Related income tax benefit |  | $ | 882 |  |  | $ | 1,409 |  |  | $ | 1,734 |
Stock Options The Company did not grant any stock options in fiscal years 2025, 2024 or 2023, and there were no stock options exercised during these periods. There were 122 stock options outstanding at each of June 30, 2025, 2024 and 2023, relating to a grant under a prior plan. Although no further awards can be granted under the prior plan, the stock options outstanding continue in accordance with the terms of the plan and grant. For stock options outstanding and exercisable at June 30, 2025, the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $567, and the weighted average remaining contractual life was 6.0 years. The weighted average exercise price of these stock options was $2.26. At June 30, 2025, there was no unrecognized compensation expense related to stock option awards.

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