UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

THE HAIN CELESTIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

September 18, 2025

Dear Fellow Stockholder,

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of The Hain Celestial Group, Inc. (the “Company” or “Hain”), which will be held virtually on Thursday, October 30, 2025, at 12:30 p.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 stockholder participation using our online tools.

At our 2025 Annual Meeting, our stockholders will vote on (1) the election of the seven 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, 2025, as set forth in the accompanying proxy statement, (3) the ratification of the appointment of our registered independent accountants, and (4) the approval of an amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan.

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 2025 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. We hope that you will join us on October 30th, and we look forward to the submission of your vote and your continued support throughout the year.

Sincerely,

September 18, 2025

Notice of Annual Meeting of Stockholders

We are holding the 2025 Annual Meeting for the following purposes:

Only stockholders of record as of the close of business on September 2, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting, or any adjournment or postponement thereof.

By order of the Board of Directors,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 30, 2025: A complete set of proxy materials relating to our 2025 Annual Meeting is available on the internet. These materials, consisting of this notice of annual meeting of stockholders, the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, may be viewed at ir.hain.com/shareholder-information/proxy.

Table of Contents

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.

Proxy Statement Summary

Voting Matters and Vote Recommendations

Company Snapshot

We are a global leader in better-for-you food and beverage. Our purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, our beloved brands across Snacks, Baby & Kids Foods, Beverages and Meal Preparation have intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Key fiscal year 2025 financial highlights include:

Business Update

Following a challenging fiscal year, we are creating greater financial flexibility by rapidly resetting our cost structure to better align with our current business. We are implementing a stronger regional operating model that prioritizes speed, simplicity, and impact over global infrastructure. Our focused turnaround strategy is anchored on five actions to win in the marketplace and drive growth:

Though the path to sustainable growth will take time, we are swiftly taking action to improve our trajectory while delivering cash and paying down debt, strengthening our financial health.

Corporate Governance

Corporate Governance Overview

We are committed to effective corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board and management accountability. Many of our enhanced corporate governance practices reflect feedback from our stockholders and other stakeholders. Highlights of our corporate governance practices include the following:

Stockholder Engagement

We value and prioritize engagement with our stockholders to understand the issues that matter to them. Members of our management team and Board engage with institutional stockholders in meetings and calls throughout the year, offering to discuss a broad range of topics, including governance, executive compensation and Impact. Our Board Chair and independent Board members participate in meetings with our significant stockholders as appropriate. This stockholder engagement provides us with the opportunity to learn about our stockholders’ priorities and perspectives and to participate in a dialog that enables us to respond to stockholder feedback. Racial

Impact Strategy

We are a global health and wellness company whose purpose is to inspire healthier living for people, communities, and the planet through better-for-you brands. Our Impact strategy focuses on our commitment to environmentally sound business practices that support business resiliency, creating and selling better-for-you products, stakeholder and community impact initiatives and sustainable manufacturing processes.

Our Impact strategy comes to life through three core pillars: healthier products, healthier planet, and healthier people.

Three Core Pillars of Our Impact Strategy

Healthier Products

Our commitment to healthier products pushes us to develop purpose-driven brands, ensuring the creation of products that go beyond functional benefits. Our better-for-you framework pushes us to deliver collective benefits by supporting healthier lifestyles, minimizing our impact on the planet, and addressing critical social and environmental challenges.

Healthier Planet

Our commitment to a healthier planet is founded in reducing our environmental footprint. As a global organization we have set goals for waste reduction, renewable electricity procurement, and greenhouse gas emissions reductions.

Healthier People

Our commitment to healthier people creates a positive impact on the lives of our team members, customers, consumers, and local communities through fostering inclusion and belonging, creating a culture of volunteering, and donating all unused products to local communities.

Impact Highlights

Healthier Products BETTER FOR You Created our “Better-For-You” framework. 84 metric tons of plastic avoided annually 1 through redesign of UK’s Hartley’s® jelly pots (UK). 2 Certified B Corps in Hain’s global family of brands. 165,000 Ibs of plastic avoided annually 2 through removal of Celestial Seasonings® carton overwrap. Certified B Corporation Healthier Planet B CDP Climate Score our highest score since we began reporting in 2016 81% of food waste diverted from landfill via donations and liquidation in North America. 66% of renewable electricity procured for Hain operated facilities globally. Healthier People First world-class incident rating with Total Recordable Incident Rate below 1.00 for workplace safety globally. 1.8m Ibs of donations globally of food and personal care products to support people and local communities. Metrics correct as of June 30, 2024 1Based on Hartley’s FY24 sales volume. 2Based on Celestial Seasonings worldwide shipment volume in calendar year 2023.

Impact Disclosure and Reporting

We continue to hold ourselves accountable and prioritize transparency through our annual Impact reporting. Hain continues to focus on global collaboration on Impact, further developing a culture of doing the right thing for all functions and bringing our regional businesses and brands together to support our Impact strategy.

We have published our 2024 Impact Report and are developing a 2025 Impact Report to update key stakeholders on material progress made against our Impact goals in fiscal year 2025. Our reporting continues to be informed by the Sustainability Accounting Standards Board’s (“SASB”) standards for the Processed Foods sector. SASB standards are under the oversight of the International Sustainability Standards Board and are intended to guide the disclosure of the subset of sustainability issues most relevant to financial performance in our specific industry.

Please see our Impact webpage for detailed information on our Impact strategy, goals and reporting: hain.com/impact.

Our Impact Reports and SASB disclosures are not, and shall not be deemed to be, part of this proxy statement or incorporated into any of our other filings made with the SEC.

Election of Directors

General

Our Board of Directors, upon the recommendation of the Nominating and Governance Committee, has nominated the seven nominees identified below for election at the 2025 Annual Meeting. All nominees currently serve as directors on our Board. Each director elected at the 2025 Annual Meeting will hold office until the next annual meeting of stockholders 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.

The Director Nominees for Election at the 2025 Annual Meeting

Board of Directors and

Corporate Governance

The Board of Directors

On an annual basis, the stockholders of the Company elect the Board of Directors, whose primary responsibility is to foster the long-term health, overall success and financial condition of the Company, consistent with its fiduciary duty to our stockholders. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board oversees the members of senior management, who are charged by the Board with conducting the business of the Company. In addition, the Board has responsibility for establishing broad corporate policies and overseeing our strategy.

Director Independence

Six of our seven director nominees, consisting of Neil Campbell, Celeste A. Clark, Shervin J. Korangy, Michael B. Sims, Carlyn R. Taylor and Dawn Zier, are “independent directors” as defined in the listing requirements of Nasdaq. Alison E. Lewis was determined not to be independent because she is our Interim President and CEO.

Board Meetings and Attendance

The Board typically holds five regular meetings per year, including at least one every quarter, and holds special meetings when necessary. During fiscal year 2025, the Board held twelve meetings. We expect directors to attend Board meetings, each annual meeting of stockholders and meetings of the committees on which they serve. All of our director nominees who served during fiscal year 2025 attended at least 90% of the aggregate meetings of the Board and the committees on which they served, with an average attendance rate of 98%. All eight directors who were nominated for election at our last annual meeting of stockholders held on October 31, 2024 attended such annual meeting.

In addition to formal Board meetings, management holds monthly update conference calls for the benefit of the Board. While these regularly scheduled monthly update calls are not conducted as formal Board meetings, they allow the Board and management to remain in frequent contact regarding our financial performance, operations and other important matters and initiatives.

Board Leadership Structure

The Board believes that decisions regarding its leadership structure and the allocation of oversight responsibility are of paramount importance to the Board’s effectiveness. As outlined in the Company’s Corporate Governance Guidelines, our Board of Directors believes that the separation of the roles of Chair and Chief Executive Officer is best practice; however, the Board believes that stockholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company, taking into consideration the Board’s business judgment and the contemporaneous facts and circumstances. Since December 2018, we have separated the roles of Chair and Chief Executive Officer, and the Company has had and continues to have an independent Chair of the Board who is appointed annually by the independent members of the Board. Dawn Zier, an independent member of the Board, has served as Chair of the Board since November 2022.

The key responsibilities of the Chair include:

Our CEO has primary responsibility for the operational leadership and strategic direction of the Company, while the Chair of the Board facilitates the Board’s independent oversight of management, promotes communication between management and the Board, engages with stockholders and leads the Board’s consideration of key governance matters. The Board believes its current leadership structure is appropriate at this time because it effectively allocates authority, responsibility and oversight between management and the independent members of the Board.

Executive Sessions

Independent directors meet in executive session at regularly scheduled meetings of the Board without any members of management present. Ms. Zier, as Chair of the Board, presides over executive sessions and meetings of independent directors.

Director Elections

All directors stand for election annually and are elected by a majority of the votes cast in the case of an uncontested election. Voting is not cumulative.

Director Nomination Process and Stockholder Nominations

Taking into account the recommendations of the Nominating and Governance Committee, the Board reviews Board composition and considers new director candidates as necessary throughout the fiscal year.

When considering potential director nominees, the Nominating and Governance Committee reviews desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. In addition to these minimum requirements, the Nominating and Governance Committee evaluates director candidates based on a number of qualifications, including displayed ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. The Nominating and Governance Committee seeks to include members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Consistent with past practices, the Board is committed to a thorough process to identify those individuals who can best contribute to the Company’s continued success.

The Board of Directors and the Nominating and Governance Committee begin the process of identifying and evaluating director nominees by seeking recommendations from a wide variety of contacts, including current executive officers and directors, and industry, academic and community leaders. The Board or the Nominating and Governance Committee may retain a third-party search firm to identify and screen candidates, conduct background checks, prepare biographies for review by the Nominating and Governance Committee and the Board and assist in scheduling interviews. The Nominating and Governance Committee and one or more of our other directors interview candidates.

The Nominating and Governance Committee’s charter provides that the committee shall consider written proposals for director nominees from stockholders in accordance with our Corporate Governance Guidelines and our Amended and Restated By-Laws. The Nominating and Governance Committee will consider candidates recommended by stockholders, and a stockholder wishing to submit a recommendation should send a letter to our Corporate Secretary at The Hain Celestial Group, Inc., 221 River Street, 12th Floor, Hoboken, New Jersey 07030. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation” and, in order to be considered for the 2026 annual meeting of stockholders, must be received by us no later than May 21, 2026. The letter must identify the author as a stockholder, demonstrate evidence of ownership, provide a complete listing of the candidate’s qualifications to serve on the Board, the candidate’s current principal occupation, most recent five-year employment history, current directorships and a statement that the proposed nominee has consented to the nomination, as well as contact information for both the candidate and the author of the letter.

In addition, our Amended and Restated By-Laws include a proxy access provision that permits stockholders who satisfy certain ownership, notice and informational requirements to submit director nominations for inclusion in the Company’s proxy statement. For more information regarding this process, as well as the process for submitting director nominations and any other business outside of proxy access, stockholders should consult our Amended and Restated By-Laws as well as “Stockholder Proposals and Other Communications” below.

Director Skills, Experience and Qualifications

We seek directors with collective skills, experience and qualifications to successfully guide the Company and oversee our long-term strategy. Our Nominating and Governance Committee is committed to identifying directors for nomination with the highest ethical values and integrity, mature judgment, unbiased perspective and the deep expertise necessary to achieve the long-term objectives of stockholders and provide the proper oversight and counsel to the Company. As part of this process and in consultation with the Board, the Nominating and Governance Committee has identified the following skills, experience and qualifications among the director nominees that the committee believes are necessary for the Board to fulfill its current and future obligations and support the Company’s unique long-term strategy.

The following skills matrix should be read in conjunction with the biographies of our nominees above. The matrix does not encompass all of the skills, experience and qualifications of our directors, and the fact that a particular skill, experience or qualification is not listed does not mean that a director does not possess it. Please see the following page for definitions of the skills, experience and qualifications referenced in the skills matrix.

Committees of the Board

During fiscal year 2025, the Board of Directors had three standing committees: the Audit Committee, the Compensation Committee (formerly named the Compensation and Talent Management Committee) and the Nominating and Governance Committee. The Strategy Committee was reconstituted in August 2025. All members of each of the standing committees are independent directors, as defined in the applicable listing rules for companies listed on Nasdaq. The Board of Directors has adopted a written charter for each committee, current copies of which are available on our website at hain.com under Investors — Corporate Governance — Committees & Charters.

The Audit Committee

The Audit Committee’s primary purpose is to assist the Board’s oversight of (1) the integrity of the Company’s financial statements and financial statement audits, (2) the independent auditor’s qualifications, independence, and performance, (3) the performance of the Company’s internal controls and procedures and its internal audit function, (4) the Company’s compliance with legal and regulatory requirements and (5) the Company’s information technology security program. In fulfilling its purpose, the Audit Committee’s principal duties include appointing, retaining and terminating our independent auditor, overseeing the work of and evaluating the independence of the independent auditor, reviewing with the independent auditor their reports as well as oversight responsibilities with respect to our financial statements, disclosure practices, accounting policies and procedures.

Our Audit Committee is composed of Neil Campbell, Michael B. Sims and Carlyn R. Taylor, with Mr. Sims acting as Chair. Ms. Lewis served on the Audit Committee from September 2024 until her appointment as Interim President and CEO in May 2025. The Board has determined that each member of the Audit Committee (1) is “independent” as defined by applicable SEC rules and the listing rules of Nasdaq applicable to Board and committee service, (2) has not participated in the preparation of our financial statements or those of any of our current subsidiaries at any time during the past three years and (3) is able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. In addition, the Board has determined that each of Mr. Sims and Ms. Taylor is an “audit committee financial expert” as defined by applicable SEC rules. Audit Committee members are not permitted to serve on the audit committees of more than two other public companies. During fiscal year 2025, the Audit Committee held nine meetings. See “Report of the Audit Committee” on page 60 below.

The Compensation Committee

The Compensation Committee (formerly named the Compensation and Talent Management Committee) reviews and approves all compensation arrangements for our CEO and our other executive officers, including employment agreements, base salaries, annual and long-term incentive arrangements, the form and amount of equity awards, and severance and change-in-control arrangements. The Compensation Committee’s duties include reviewing our compensation strategy on an annual basis to ensure that such strategy supports our objectives and stockholder interests and that executive officers are rewarded in a manner consistent with such strategy. The Compensation Committee also administers our policies regarding the recoupment of incentive compensation (“clawback policies”). The Compensation Committee may also delegate to one or more officers of the Company the authority to make grants of equity awards to any officer or employee of the Company other than the Company’s executive officers and non-administrative direct reports to the CEO under the Company’s equity compensation plans as the Compensation Committee deems appropriate and in accordance with the terms of such plan, subject to the provisions set forth in the Compensation Committee’s charter.

Our Compensation Committee is composed of Celeste A. Clark, Shervin J. Korangy and Michael B. Sims, with Mr. Korangy acting as Chair. Ms. Lewis served on the Compensation Committee from September 2024 until her appointment as Interim President and CEO in May 2025. The Board has determined that each member of the Compensation Committee is “independent” as defined by the listing rules of Nasdaq applicable to Board and committee service. During fiscal year 2025, the Compensation Committee held five meetings.

Our Compensation Committee is authorized to engage an independent compensation consultant with respect to executive and director compensation matters. For fiscal year 2025, the Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) as its independent compensation consultant. The Compensation Committee has assessed the independence of ClearBridge pursuant to the applicable Nasdaq rules and determined that its engagement does not raise any conflict of interest.

The Nominating and Governance Committee

The duties of the Nominating and Governance Committee require the committee to, among other things, (1) identify individuals qualified to serve on the Board and to recommend that the Board select director nominees to be considered for election at the Company’s next annual meeting of stockholders or to be appointed to fill vacancies, (2) identify and recommend a director to serve as Chair of the Board, (3) identify and recommend directors to serve on each Board committee and to serve as chairs thereof, (4) develop and revise Corporate Governance Guidelines applicable to the Company and recommend such guidelines to the Board, (5)

oversee the annual Board and committee self-evaluation process, (6) oversee the Company’s policies and strategies related to talent management and culture, including environmental and social matters, and (7) otherwise take a leadership role in shaping the corporate governance of the Company. The Nominating and Governance Committee also oversees the Company’s workplace health and safety, employee engagement, and communication programs. The Nominating and Governance Committee reviews the management succession plan for all executive officers and members of the executive management team, including the CEO, and annually reviews the assessment with the Board.

Our Nominating and Governance Committee is composed of Neil Campbell, Celeste A. Clark, Shervin J. Korangy and Carlyn R. Taylor, with Dr. Clark acting as Chair. The Board has determined that each member of the Nominating and Governance Committee is “independent” as defined in the listing rules of Nasdaq applicable to Board and committee service. During fiscal year 2025, the Nominating and Governance Committee held five meetings.

The Strategy Committee

The Strategy Committee was reconstituted in August 2025 and has been tasked with undertaking a comprehensive review of the Company’s portfolio, considering a broad range of strategic options to enhance value and providing input to the Company’s management in its development of the Company’s long-term corporate strategy. Our Strategy Committee is composed of Neil Campbell, Shervin J. Korangy, Michael B. Sims and Carlyn R. Taylor, with Ms. Taylor acting as Chair.

Committee Composition

The members and Chairs of the committees as of the date of this proxy statement are summarized in the table below. Ms. Zier, as Chair of the Board, contributes to all committees but does not formally serve as a member of any committee.

Board Role in Risk Oversight

The Board, its respective committees and management share in the responsibility of providing oversight over the Company’s operations and day to day business. A summary of the allocation of the risk oversight functions among the Board is as follows:

The Board of Directors

The Board’s role is to engage in informed oversight of, and provide direction with respect to, risk management. The Board plays a key role in overseeing the Company’s enterprise risks, including overall financial risks and risks to global operations; information security and cybersecurity; Company strategy (both short- and long-term); corporate governance and executive compensation; Impact and matters of corporate reputation and public policy; people, talent and culture; and employee and product safety. The Board continually exercises its oversight obligations with regular updates regarding the Company’s progress against its annual plan,

review of quarterly updates regarding related risks and opportunities, and regular updates, either as a full Board or through committee, on various salient risk areas. The Board maintains control over significant transactions and decisions that require Board approval for certain corporate actions (including acquisitions, divestitures, restructurings and uses of the Company’s capital, in each case to the extent material to the Company). Our risk management process is focused on the following areas:

As part of its risk oversight, the Board engages with members of our Executive Leadership Team and others with specific areas of functional expertise, including legal and compliance, finance (internal audit and corporate controls), information technology and cybersecurity, global operations, supply chain, quality & safety, and human resources, as appropriate.

Committees of the Board of Directors

Set forth below are the key areas of risk oversight delegated to the Audit, Compensation and Nominating and Governance Committees.

Information Security

The Audit Committee oversees risks relating to the Company’s information security processes and procedures, including with regard to artificial intelligence. The Audit Committee is actively engaged in the oversight of management’s review of its information security program and risk mitigation actions. On a periodic basis, the Company’s Chief Information Officer, with oversight responsibility for the Company’s Information Security team, meets with the Audit Committee to provide updates on the Company’s policies,

procedures, training initiatives, and audits conducted to monitor the Company’s information security program. In addition, the Audit Committee receives updates regarding third-party audits that are conducted to assess penetration testing and assess overall program maturity. For further information related to our cybersecurity risk management process and identified cybersecurity risks, please refer to Part I, Item 1C of our most recent Annual Report on Form 10-K.

Board Oversight of Impact

The Nominating and Governance Committee oversees the Company’s global Impact strategy on behalf of the Board, including evaluating the effects of Company practices on its employees, consumers, customers and other key stakeholders. The Nominating and Governance Committee presents Impact-related recommendations to the overall Board for its consideration. The Nominating and Governance Committee is actively involved in monitoring the execution of our Impact strategy and conducts quarterly working sessions to review and provide input into Impact plans, goals, and strategies for our business. Impact is regularly a part of the agenda at meetings of the Nominating and Governance Committee, with a focus on the progress the Company has made toward its goals.

Board and Committee Self-Evaluations

Pursuant to our Corporate Governance Guidelines and committee charters, the Board and its committees annually conduct self-assessments. The Nominating and Governance Committee oversees the process and reviews the content and format of the evaluations to help ensure that the feedback solicited is relevant and appropriate. Self-evaluation topics generally include, among other matters, Board and committee composition and structure, effectiveness of the Board and committees, meeting agendas and governance and Board interaction with management. The results of these assessments are discussed with the full Board and each committee respectively, and based on the results, the Board and the committees implement enhancements and other modifications as appropriate. Individual feedback is provided to Board members by the Chair of the Board.

Management Succession Planning

Our Nominating and Governance Committee oversees succession planning for the Company’s executive officer positions and senior leadership roles, including the CEO. Annually the Nominating and Governance Committee reviews the Company’s succession plan, which includes a discussion regarding transition and succession in the case of an emergency or unplanned vacancy. The Nominating and Governance Committee also oversees the Company’s policies and strategies related to talent management and culture. In 2025, the Nominating and Governance Committee played a key role in determining the interim successor to our former CEO and developing a transition plan for this role.

Director Orientation and Continuing Education

Our Corporate Governance Guidelines require the Company to maintain an orientation process to onboard new directors. As part of this process, the Company’s management conducts an orientation program for new directors, and each new director receives materials and briefings to permit such director to become familiar with the Company’s business, finances, corporate governance and compensation practices and policies. The Company also provides, on an ongoing basis, additional opportunities for directors to further familiarize themselves with the Company’s business, finances and operations, which may include, among other things, presentations from members of management of the Company and visits to the Company’s operational sites.

In addition, the Company arranges for outside speakers to speak at Board and committee meetings on topics relevant to the Company’s business, and directors are encouraged to attend a variety of external continuing education programs at the Company’s expense, including programs offered by the National Association of Corporate Directors. Directors participate in such educational opportunities to stay abreast of best practices in corporate governance and the latest trends on subject matters relevant to the Company and its business.

Website Access to Corporate Governance Documents

We have adopted a “Code of Ethics,” as defined in the regulations of the SEC, which applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. Copies of the charters for committees of our Board, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics, are available free of charge on our website at hain.com under Investors — Corporate Governance or by writing to Investor Relations, The Hain Celestial Group, Inc., 221 River Street, 12th Floor, Hoboken, New Jersey 07030. If the Company ever were to amend or waive any provision of its Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any of our other filings made with the SEC.

Compensation of Directors

Our compensation program for non-employee directors is designed to:

Each year, the Compensation Committee and our Board review and determine compensation for our non-employee directors with the assistance of the Compensation Committee’s independent compensation consultant. On a periodic basis, the independent compensation consultant provides the Compensation 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 stockholders. With respect to the period from our 2024 annual meeting of stockholders (the “2024 Annual Meeting”) to the 2025 Annual Meeting, the Compensation Committee recommended, and the Board approved, maintaining the prior year’s compensation levels. Accordingly, the compensation program for the period from the 2024 Annual Meeting to the 2025 Annual Meeting remained unchanged and is set forth below.

* The Strategy Committee was reconstituted in August 2025. At that time the Compensation Committee recommended, and the Board approved, an additional annual fee for the Chair of the Strategy Committee of $20,000 and an additional annual fee for non-Chair members of the Strategy Committee of $5,000, in each case prorated for periods less than a full annual compensation cycle.

Fiscal Year 2025 Director Compensation

The following table sets forth the compensation paid by us to our non-employee directors during the fiscal year ended June 30, 2025.

Director Stock Ownership Guidelines

The Board strongly believes that directors should have a meaningful ownership interest in the Company and, to that end, has implemented stock ownership guidelines for our directors. The ownership guidelines require directors to own, at a minimum, the value of five times the annual cash retainer for non-employee directors (excluding additional cash compensation to the Chair of the Board, committee Chairs and committee members) in shares of the Company’s common stock.

Directors are expected to achieve the ownership guideline within five years of joining the Board (the “Guideline Compliance Period”) and to show progress toward achieving the ownership guideline during the Guideline Compliance Period. Directors are generally prohibited from disposing of shares of common stock if, following the disposition, the director would be below the ownership guideline or, if during the Guideline Compliance Period, would not be on track to achieve the ownership guideline within the Guideline Compliance Period.

Directors may satisfy their ownership guidelines only through (1) shares of common stock owned directly by the director, (2) shares of common stock underlying time-vesting restricted stock units (“RSUs”) (whether or not vested or settled) held by the director and (3) shares of common stock owned by the director’s immediate family members residing in the same household (or through trusts for their benefit).

All directors are currently in compliance with the guidelines.

Executive Officers

The following information describes the background and business experience of our executive officers as of the date of this proxy statement:

Executive Compensation

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) explains our overall compensation philosophy and approach, describes the material components of our executive compensation programs and details the determinations made by the Compensation Committee for the compensation awarded with respect to the Company’s fiscal year ended June 30, 2025 to the following current and former executive officers (our “named executive officers” or “NEOs”):

* Ms. Davidson served as President and Chief Executive Officer through May 6, 2025.

** Mr. Marquardt served as President, North America until August 1, 2025.

Overview

While fiscal year 2025 was a challenging year for our Company, we remain committed to evolving our strategy with an eye on continuous improvement in margins, innovation and topline growth. We did not meet the financial objectives we set out to achieve during fiscal year 2025. For our total Company goals applicable to NEOs under our Annual Incentive Plan, our adjusted EBITDA and organic 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 thereunder to NEOs for fiscal year 2025. Additionally, we failed to achieve the threshold targets under all performance-based awards under our 2023-2025 long-term incentive program, which were performance share units with a three-year performance period that ended on September 6, 2025, and therefore no performance share units vested under the 2023-2025 long-term incentive program.

Because a substantial percentage of the compensation for our NEOs is based on the success of our Company, the compensation realized by our NEOs as a whole during fiscal year 2025 was commensurate with our Company performance. The Compensation Committee believes that this result demonstrates our commitment to link pay and performance and align the interests of our NEOs with the long-term interests of our stockholders.

Stockholder Feedback on Compensation

Our Board, the Compensation Committee and our management team value stockholder perspectives on our executive compensation program and consider the outcome of the annual stockholder advisory vote on executive compensation — the “Say on Pay” vote. At our 2024 Annual Meeting in October 2024, the compensation of our named executive officers was approved by 89% of votes cast.

Members of our management team and Board engage with our institutional stockholders in meetings and calls throughout the year. Our Compensation Committee considers stockholder feedback in its ongoing review and design of our executive compensation program to maintain awareness of evolving executive compensation practices in our industry and among public companies generally, ensure continued alignment of pay and performance, and sustain strong stockholder support.

Overall, the Compensation Committee determined that the Company’s executive compensation philosophy, compensation objectives and compensation elements continued to be appropriate for fiscal year 2025.

CEO Transition

Effective as of May 6, 2025, Ms. Davidson’s employment with the Company was terminated by the Board without cause, and Ms. Lewis, at that time a non-executive director, was appointed as Interim President and Chief Executive Officer. The offer letter between Ms. Lewis and the Company provides that Ms. Lewis’s employment as Interim President and Chief Executive Officer will continue until the earliest to occur of (i) the date a permanent President and Chief Executive Officer is appointed, (ii) May 7, 2026, (iii) the Company’s termination of Ms. Lewis’s employment for any reason, or (iv) Ms. Lewis’s resignation of employment for any reason.

In connection with Ms. Lewis’ appointment, the Company entered into an offer letter with Ms. Lewis, which the Compensation Committee believes fairly compensates Ms. Lewis relative to peers taking into account the interim nature of her role and also aligns with stockholder interests and expectations. Ms. Lewis’ compensation includes the following components:

Ms. Lewis was not eligible for any other annual bonus opportunity or long-term incentive awards for fiscal year 2025. For a description of the payments and benefits that Ms. Davidson received in connection with her departure from the Company, see “Potential Payments upon Termination or Change in Control,” which begins on page 46.

Executive Compensation Practices at a Glance

Compensation Philosophy and Objectives

Compensation Philosophy

We believe a majority of the compensation for our NEOs should be dependent on the success of our Company so that the interests of our NEOs are aligned with the long-term interests of our stockholders. Accordingly, a majority of executive compensation is designed to be “at risk” and dependent on achieving quantitative performance goals. The Compensation Committee reviews our compensation design and philosophy on at least an annual basis to ensure that our executive compensation program continues to support the Company’s strategy, objectives and stockholder interests.

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:

Our compensation elements are designed to achieve the objectives set forth above as follows:

Target Annual Compensation Mix

The following chart shows the mix of fixed and at risk target annual compensation for our NEOs, other than our interim CEO, who were employed at June 30, 2025 as a group (Messrs. Boyce, Goldenitsch and Marquardt and Ms. Meringolo). Fixed compensation represents annual base salaries in effect for fiscal year 2025. At risk compensation is comprised of target annual cash bonuses under our Annual Incentive Plan (“AIP“) and the annual target value of the NEOs’ awards under the 2025-2027 Long-Term Incentive Program. The compensation packages for each of our current interim CEO and our former CEO are described elsewhere in this Compensation Discussion and Analysis.

69% At-Risk 31% Fixed Current NEOs Other Than Interim CEO

How Executive Pay is Established

Role of the Compensation Committee

The Compensation Committee reviews and approves all compensation arrangements for our CEO and our other executive officers, including employment agreements, base salaries, annual and long-term incentive arrangements, the form and amount of equity awards, and severance and change-in-control arrangements. The Compensation Committee’s duties include reviewing our compensation strategy on an annual basis to ensure that such strategy supports our objectives and stockholder interests and that executive officers are rewarded in a manner consistent with such strategy.

Our Compensation Committee is authorized to engage an independent compensation consultant to assist the Compensation Committee with its roles and responsibilities. For fiscal year 2025, the Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) as its independent compensation consultant.

Role of Management

From time to time, members of our Human Resources, Finance and Legal departments work with our CEO to recommend certain terms of our compensation plans and programs to the Compensation Committee, to develop financial and other goals that are utilized under those programs and to prepare analyses to assist the Compensation Committee in making its decisions. Our CEO makes recommendations to the Compensation Committee regarding compensation determinations for other executive officers, but does not participate in compensation determinations regarding her own compensation.

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 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 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 Committee evaluates its previously-selected peer group and determines which companies best reflect the Company’s competitors for talent. In advance of fiscal year 2025, the Compensation Committee, with the assistance of ClearBridge, evaluated the Company’s peer group to be used in connection with fiscal year 2025 compensation determinations. The Compensation 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. The Compensation Committee determined to remove Hostess Brands, Inc. and Sovos Brands, Inc. from the peer group for fiscal year 2025 based on this review and given their respective acquisitions in fiscal year 2024. Accordingly, our peer group for fiscal year 2025 was established as follows: