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.    )

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THE HAIN CELESTIAL GROUP, INC.

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THE HAIN CELESTIAL GROUP, INC. Notice of Annual Meeting of Stockholders 1111 Marcus Avenue Lake Success, NY 11042 516-587-5000

		Date:   NOTICE OF ANNUAL MEETING OFThursday, STOCKHOLDERS AND PROXY STATEMENTNovember 17, 2022				Time: 9:00 a.m. Eastern Time				Location: virtualshareholder meeting.com/HAIN2022

To the Stockholders of THE HAIN CELESTIAL GROUP, INC.:

The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of The Hain Celestial Group, Inc. will be held on Tuesday, November 19, 2019 at 9:00 a.m., Eastern Time, at 1111 Marcus Avenue, Lake Success, New York. You may also listen to the Annual Meeting by audio webcast at www.virtualshareholdermeeting.com/HAIN2019. We are holding the Annual Meeting for the following purposes:

These matters are more fully described in the attached proxy statement, which is made a part of this notice.

Only stockholders of record as of the close of business on October 3, 2019September 20, 2022 are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. A list of these stockholders will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting (and at the Annual Meeting) at our principal executive office located at 1111 Marcus Avenue, Lake Success, New York. The list will also be available during the Annual Meeting at virtualshareholdermeeting.com/HAIN2022.

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 NOVEMBER 19, 2019: 17, 2022: A complete set of proxy materials relating to our Annual Meeting is available on the Internet.internet. These materials, consisting of this notice of annual meeting of stockholders, the Notice of Annual Meeting of Stockholders, Proxy Statementaccompanying proxy statement and our Annual Report on Form10-K to Stockholders for the fiscal year ended June 30, 2019,2022, may be viewed at http://www.hain.com/ir.hain.com/shareholder-information/proxy.

By order of the Board of Directors,

Kristy Meringolo

Senior Vice President, General Counsel, Corporate

Secretary and Chief Compliance Officer

Dated: October 11, 2019

THE HAIN CELESTIAL GROUP, INC.

PROXY STATEMENT

TABLE OF CONTENTSTable of Contents

Proxy Statement Summary

OWNERSHIP OF COMMON STOCK BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERSVoting Matters and Vote Recommendations

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

OTHER MATTERS

STOCKHOLDER PROPOSALS AND OTHER COMMUNICATIONS

Proxy Statement Summary

Fiscal Year 2022 Snapshot

In fiscal year 2022, the Company announced its “Hain 3.0” long-term strategy, to support the Company’s continued evolution, which had been centered on simplifying the business, to positioning the Company to be a global health and wellness company with industry-leading topline growth:

Hain 3.0 Drivers of Growth

Distribution				Innovation				Marketing
						FOR each nominee		7
Funded by Productivity

As a result, the team prioritized the following initiatives:

1.	Delivering strong top-line growth across our growth brands in North America,

2.	Executing multiple rounds of pricing action to offset inflation, while protecting brand equity,

3.	Prioritizing service and the delivery of products to customers and consumers,

4.	Driving innovation to meet consumers’ needs for “better-for-you” alternatives,

5.	Completing the strategic acquisition of the ParmCrisps® and Thinsters® brands, and

6.	Focusing on the health and safety of our employees, by enhancing processes and ensuring employee safety in our manufacturing facilities.

Key Fiscal Year 2022 Financial Highlights Include:

Net sales of $1,891.8 million

Gross profit margin of 22.6%

Operating income of $104.7 million

Net income of $77.9 million

Diluted EPS of $0.83

While we are disappointed with our fiscal year 2022 financial performance, we remain steadfast in our journey. In the short term, we are establishing the foundation and the tools to deliver Hain 3.0 by stabilizing our business, delivering strong margin improvement and continuing to grow our net sales. We see momentum in our growth brands and believe that we are well-positioned for the long term.

Proxy Statement Summary

Corporate Governance

Corporate Governance Best Practices

We are committed to good 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:

Proxy Statement Summary

Director Nominee Snapshot

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

FISCAL YEAR 2019 OVERVIEWBoard Diversity

Our Board and the Corporate Governance and Nominating Committee are committed to a strong and diverse membership. The following matrix is provided in accordance with applicable listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”). The matrix includes all directors as of October 7, 2022.

* One director included in this category identifies as Middle Eastern.

Environmental, Social and Governance Strategy

Our mission has continued to evolve since our founding in 1993, with health and wellness being the core tenet. We continueCompany aspires to be a leading marketer, manufacturer and seller of organic and natural,“better-for-you” products. We are committedset out with the belief that our business could be a force for good and we could create and inspire a Healthier Way of Life^® for our employees, consumers, customers, stockholders, and global communities in which we work and live. We have focused our Environmental, Social and Governance (“ESG”) strategy around expanding our commitment to growing responsibly while continuing to implement environmentally sound business practices, creating and selling cleaner, “better-for-you” products, social and community impact initiatives, and sustainable manufacturing processes.

Fiscal year 2019 was a year of tremendous transformation for the Company. The Board determined that our business had become highly complex and that the Company required a leader with expertise in operational strategy to evaluate the Company’s operations and brand portfolio. In November 2018, we hired a new President and CEO, Mark L. Schiller, a senior executive and veteran in consumer packaged goods, with a proven track record of building operational capability to lead the Company’s transformation. Throughout the fiscal year, the Company continued to hire several new members of our executive leadership team, who together evaluated our operational challenges and have implemented a transformational strategy for the Company to accelerate change and drive sustainable, profitable growth.

The Company’s strategy is founded on transforming the performance of the business in the United States, while continuing to deliver accretive profit expansion in the international business. The Company is focused on four key strategieshas developed a framework to drive operational excellence globally with particular emphasis on strengthening performance in the United States:support its Healthier Way of Life^®mission that underpins its ESG strategy, which consists of three core pillars:

While the Company is in the early stages of progress, we have already experienced significant sequential improvement in our quarterly performance since we began our transformation. We believe we have laid the appropriate groundwork to implement our strategy for success and a path toward profitable growth. The Company has reaffirmed its commitment of providing stockholders with clarity, credibility and consistency to ensure that it restores stockholders’ confidence in the Company and trust in its management team.

CORPORATE GOVERNANCEProxy Statement Summary

Our ESG strategy continues to evolve over time and become more integrated across our business.

COMMITMENT TO GLOBAL SUSTAINABILITY AND CORPORATE CITIZENSHIPIn fiscal year 2022, we worked to implement the goals for each of the three pillars of our ESG strategy with a strategic focus to set greenhouse gas emissions reductions targets to be validated by the Science Based Targets initiative. Progress towards each pillar is detailed below.

When we published our 2021 ESG Report and strategy, we worked to develop measurable, specific and timebound goals to hold ourselves accountable and prioritize transparency. Hain is now focused on global sustainabilityimproving our baseline metrics, developing a culture of ESG for all functions, and corporate citizenship, including evaluating the impact of Company practices on communitiesbringing our regional businesses and individuals. The Corporate Governance and Nominating Committee also develops and recommendsbrands together to the Board, and the Board reviews and approves, policies and procedures relating to the Company’s global sustainability and corporate citizenship activities.

support our ESG strategy. We have publishedcreated a 2018 Sustainability Report which focusesshortened report meant to update our key stakeholders on material progress made against our performance with respect to global sustainability and corporate citizenship. The report contains information on climate change, water management, sustainable product packaging, food waste, food safety, responsible sourcing, fair trade, human rights, the health and well-being of our employees and the members of our communities, and animal welfare.

We have internal resources dedicated to expanding upon our 2018 Sustainability Report and ensuring that a commitment to sustainabilitygoals in fiscal year 2022. Our reporting continues to be a bedrock principleinformed 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 ESG issues most relevant to financial performance in all our operationalspecific industry.

Please see our Impact webpage for detailed information on our ESG strategy, goals and strategic decisions. We expect to be a leader in the way we conduct our business.reporting: hain.com/impact.

The 2018 Sustainability Report can be viewed at http://www.hain.com/company/sustainability. The 2018 Sustainability Report isOur ESG Reports and SASB disclosures are 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 Securities and Exchange Commission (“SEC”).

General

Our Board of Directors, upon the recommendation of the Corporate Governance & Nominating Committee, has nominated the eight nominees identified below for election at the Annual Meeting. All nominees currently serve as directors on our Board. Each director elected at the 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.

Glenn W. Welling is not standing for reelection to the Board, and his service will cease as of the Annual Meeting. The Company thanks Mr. Welling for his service, collaboration and valuable contributions over the past five years. In connection with Mr. Welling’s departure from the Board, the size of the Board will be reduced from nine to eight members as of the Annual Meeting.

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Proposal 1: Election of Directors

The Director Nominees for Election at the Annual Meeting

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Proposal 1: Election of Directors

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Proposal 1: Election of Directors

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Proposal 1: Election of Directors

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Proposal 1: Election of Directors

Information about the Nominees

Richard A. Beck has been a director since October 2019. Mr. Beck is the founder of Biltmoore Consulting, a consulting firm that advises clients in operations, supply chain optimization, logistics and general management. Prior to founding Biltmoore Consulting in 2016, Mr. Beck served as Senior Vice President, Global Operations of PepsiCo, Inc., one of the world’s leading food and beverage companies, from February 2011 to April 2016. In this role, Mr. Beck established the company’s global operations function and led various successful initiatives that improved productivity, drove automation, technology and global systems and improved environmental, health and safety metrics. Prior to this, Mr. Beck had served in other roles of increasing responsibility for PepsiCo from 1993 to 2011, including President/SVP of Gatorade, SVP, PepsiCo Chicago and SVP, Operations forFrito-Lay. In these roles, Mr. Beck oversaw the manufacturing and distribution of some of PepsiCo’s key brands and led various productivity, environmental and sustainability initiatives. Prior to joining PepsiCo, Mr. Beck served in positions of increasing responsibility at General Electric from 1981 to 1993.

Key Attributes, Experience and Skills:

Mr. Beck brings extensive experience in the food and beverage industry. Through his various roles throughout his career, Mr. Beck has developed significant expertise in management, logistics and supply chain optimization, which make him a valuable contributor to the Board.

Dr. Celeste A. Clark has been a director since September 2017. Dr. Clark is currently an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University, where she has served in such position since January 2012. She also 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. 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. 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, public affairs, philanthropy and several administrative functions. During the past five years, she has served on the boards of several public and privately held companies including Mead Johnson Nutrition Company, a pediatric nutrition company, beginning in 2011 until being acquired by Reckitt Benckiser plc in 2017; Diamond Foods, Inc., a leading branded snacks supplier, beginning in 2014 until being acquired bySnyder’s-Lance, Inc. in 2016; AdvancePierre Foods Holdings, Inc., a producer and distributor ofready-to-eat sandwiches, beginning in 2016 until being acquired by Tyson Foods, Inc. in 2017; and Omega Protein Corporation, a manufacturer of fish meal and fish oils, until being acquired in 2017. In 2018, Dr. Clark was elected to the board of directors of Wells Fargo & Company and also serves as a trustee of the W.K. Kellogg Foundation.

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 sustainability matters to the Board and serves as a key resource for our Sustainability Department. Dr. Clark has served on a number of public company boards, which have provided her with a broad understanding of the operational, financial and strategic issues facing public companies.

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Proposal 1: Election of Directors

Dean Hollis has been a director since September 2017 and has been Chair of the Board since December 2018. He is a senior advisor for Oaktree Capital, a $100 billion worldwide private equity firm. Prior to 2008, Mr. Hollis was President and Chief Operating Officer, ConAgra Foods, Consumer Foods and International. In that role, Mr. Hollis developed and executed a worldwide business transformation strategy, while overseeing the largest part of the ConAgra Foods portfolio, including its $12 billion consumer and customer branded businesses, consisting of over 40 global brands in 110 countries. During his 21 years with ConAgra Foods, he held many executive level positions, including: Executive Vice President, Retail Products; President, Grocery Foods; President, Frozen Foods; President, Specialty Foods; and President, Gilardi Foods. Since October 2016, he has been a director and chair of the board of SunOpta Inc., a worldwide leader in healthy foods, specializing innon-GMO and organic products. From 2008 until its 2017 sale to Tyson Foods, Mr. Hollis served as chair of the board and on the compensation committee of AdvancePierre Foods Holdings, Inc., a producer and distributor ofready-to-eat sandwiches. Until its sale toSnyder’s-Lance Inc. in early 2016, he also served on the board of Diamond Foods, Inc., a leading branded snacks supplier, where he served on the audit and nominating and governance committees. Also, until its sale to Pinnacle Foods Inc. in January of 2016, Mr. Hollis served as chair of the board of directors and on the audit committee of Boulder Brands, Inc., a leader and innovator in health and wellness foods. Until October 2015, he also served on the board of Landec Corporation, a developer and marketer of patented polymer products for food, agriculture and licensed partner applications, where he chaired the compensation committee.

Key Attributes, Experience and Skills:

As a result of the various positions he has held in the food industry, Mr. Hollis brings relevant operational experience to our Board. In addition, he has served on a number of public company boards, which have provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

Shervin J. Korangy has been a director since September 2017. Since May 2019, he has served as the President and Chief Executive Officer of BVI Medical, Inc. (“BVI”), a Texas Pacific Group 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, Mr. Korangy served as BVI’s Chief Financial Officer and Head of Strategy from April 2017 to May 2019. Prior to joining BVI, 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 as well as commercial roles in France, the United Kingdom and Ireland. 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 (where he worked with companies in the telecom, manufacturing, retail and financial services industries) and as an investor in the Private Equity business (where he focused on the consumer products, financial services and packaging industries). Mr. Korangy has served on the board of directors of BVI (and as member of its compensation committee) since May 2019; Motus GI, a manufacturer and marketer of medical device products for the gastroenterology, since April 2017 (and as chairperson of its audit committee); and as a senior advisor to Sight Sciences LLC, a provider of medical devices to treat glaucoma and dry eye, since June 2011. Mr. Korangy’s previous corporate board experience includes having served as a director of Pelican Rouge Group, a consumer coffee manufacturer and distributor, from 2014 to 2017 (and as chairperson of its audit committee), Pinnacle Foods Inc., a manufacturer, marketer and distributor of high-quality branded food products, from 2007 to 2009, Bayview Financial, a mortgage finance company, from 2008 to 2009, Ultra Music, a worldwide music media entity, from 2005 to 2010, and as a board observer for Graham Packaging, a leading designer and manufacturer of custom blow-molded plastic containers for consumer products. Mr. Korangy has also served on the Wharton Leadership Advisory Board, established by the Center for Leadership and Change Management 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 addition to our Board of Directors. In addition to his strong financial expertise, the Company values his competencies in strategy, mergers and acquisitions, integration and general management.

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Proposal 1: Election of Directors

Roger Meltzer has been a director since December 2000. Mr. Meltzer has practiced corporate and securities law for more than 40 years, representing clients in a range of finance transactions, including mergers, acquisitions and dispositions, public offerings and public and private placements of debt and equity securities. In February 2007, Mr. Meltzer joined the law firm of DLA Piper LLP (US) as a partner, Global Chair of the Corporate and Finance practice and a member of the firm’s executive committee. Mr. Meltzer is now a member of the Global Board of DLA Piper,Co-Chair of DLA Piper LLP (Americas) and GlobalCo-Chair. Prior to February 2007, he was a partner and a member of the executive committee of the law firm of Cahill Gordon & Reindel LLP.

Key Attributes, Experience and Skills:

The Company values the significant legal and financial expertise Mr. Meltzer brings to the Board through his extensive experience in corporate and securities laws as well as board governance matters. As GlobalCo-Chair of DLA Piper, Mr. Meltzer has oversight of a global law firm with lawyers located in more than 40 countries and, therefore, brings a wealth of international experience to the Board. In addition, the Board values Mr. Meltzer’s experience as the Company executes on its strategic plan to simplify its portfolio. Finally, as the long-time legal advisor to the Company, Mr. Meltzer bringsin-depth knowledge about the Company’s history to the Board.

Mark L. Schiller has been our President and Chief Executive Officer since November 2018, and has been a director since December 2018. Prior to joining the Company, Mr. Schiller served as the Executive Vice President and Chief Commercial Officer for Pinnacle Foods Inc. from May 2017 to October 2018. In this role, Mr. Schiller led Pinnacle’s Grocery and Frozen segments and key commercial functions utilized across the entire organization, including sales, marketing strategy, innovation, product development, package design, commercialization, productivity, consumer insights and shopper marketing. Before he served as the Executive Vice President and Chief Commercial Officer, Mr. Schiller had served in other roles of increasing responsibility for Pinnacle including, from January 2015 to May 2017, he served as Executive Vice President and President North America Retail; from May 2013 to January 2015, he served as Executive Vice President and President Birds Eye Frozen Division; and from June 2010 to May 2013, he served as Executive Vice President and President Duncan Hines Grocery Division. Prior to joining Pinnacle, Mr. Schiller was employed by PepsiCo., Inc. from March 2002 to April 2010, where he served as the Senior Vice President of Frito Lay New Ventures, President of Quaker Foods and Snacks North America, and Senior Vice President and General Manager of Frito Lay Convenience Foods Division. From 1998 to 2002, Mr. Schiller was Chief Operating Officer andCo-President of Tutor Time Learning Systems, Inc., and, from 1996 to 1998, he served as president of Valley Recreation Products, Inc. Mr. Schiller began his career at the Quaker Oats Company in 1985 and served in various marketing, sales and supply chain roles.

Key Attributes, Experience and Skills:

Mr. Schiller brings significant experience in the consumer packaged goods industry to the Board given his tenure in the industry. Through his various roles throughout his career, he has developed extensive management leadership experience as well as strong competencies in sales, marketing strategy, innovation, product development, package design, commercialization, productivity, consumer insights and shopper marketing.

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Proposal 1: Election of Directors

Michael B. Sims has been a director since October 2019. Mr. Sims currently serves as Executive Vice President and Chief Financial Officer of Trugreen, a residential and commercial lawn care company. In this role, Mr. Sims is responsible for driving sustainable revenue and EBITDA growth through leadership of finance and supply chain management. Prior to joining Trugreen in 2019, Mr. Sims served as Senior Vice President, Chief Financial Officer and Treasurer of AdvancePierre Foods Holdings, Inc., a producer and distributor ofready-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).

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.

Glenn W. Welling has been a director since September 2017. Mr. Welling has been the founder and Chief Investment Officer of Engaged Capital, LLC since its founding in 2012. Prior to founding Engaged Capital, Mr. Welling was a Principal and Managing Director at Relational Investors, LLC, an investment fund, which he joined in July 2008, where he was responsible for managing the fund’s consumer, healthcare and utility investments. From February 2002 to May 2008, Mr. Welling was a Managing Director of Credit Suisse Group AG, an investment bank, where he also served as the Head of the Investment Banking Department’s Advisory Business. Mr. Welling has been a member of the board of directors of TiVo Corporation, a provider of digital entertainment technology solutions, since May 2015, where he serves as chairperson of its compensation committee and a member of the corporate governance and nominating committee and the strategy committee. Mr. Welling served as a member of the board of directors of Jamba, Inc., a leading restaurant retailer ofbetter-for-you food and beverage offerings, from January 2015 to September 2018, where he also served as the chairperson of its compensation committee and as a member of its finance committee. From 2015 to 2018, Mr. Welling served on the board of directors of Medifast, Inc., a manufacturer of medically based, proprietary healthy living and meal replacement products, where he was a member of the audit, compensation and mergers & acquisitions committees. Mr. Welling also serves on the Corporate Governance Advisory Council of the Council of Institutional Investors.

Key Attributes, Experience and Skills:

Mr. Welling brings significant finance, investment and consumer products experience to the Board, which makes him a valuable contributor. In addition, he has served on a number of public boards, which has provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

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BOARD OF DIRECTORSBoard of Directors and

AND CORPORATE GOVERNANCECorporate Governance

The Board of Directors

TheOn 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 direction, affairs and management.strategy.

Director Independence

EightSeven of our nineeight director nominees, consisting of Richard A. Beck, Celeste A. Clark, Dean Hollis, Shervin J. Korangy, Roger Meltzer, Michael B. Sims, Glenn W. WellingCarlyn R. Taylor and Dawn M. Zier, along with Glenn W. Welling, who is not standing for reelection to the Board, are “independent directors” as defined in the listing standardsrequirements of the Nasdaq Global Select Market (“Nasdaq”).Nasdaq. Mark L. Schiller was determined not to be independent because he is our President and CEO.

Board Meetings and Attendance

The Board typically holds regular meetings at least once every quarter and holds special meetings when necessary. During the 2019 fiscal year 2022, the Board held sixtwelve meetings. We expect directors to attend Board meetings, each annual meeting of stockholders and meetings of the committees on which they serve. All directors standing forre-electionwho served during fiscal year 20192022 attended at least 75%89% of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the committeesBoard of Directors on which theyeach such director served during the fiscal year.year, with an average attendance rate of 97%. All but one of the directors standing forre-election who were also nominated for election at our last annual meeting of stockholders held on December 5, 2018October 28, 2021 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

WhileThe 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 Chairman and Chief Executive Officer is best practice,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, based ontaking into consideration the Board’s business judgment and the contemporaneous facts and circumstances existing from timecircumstances. Since December 2018, we have separated the roles of Chairman and Chief Executive Officer, and the Company has had and continues to time. However, at the present time, we have an independent Chair of the Board who is appointed annually by the independent members of the Board. The roles of Chair of the Board and CEO have been separate since the resignation of Irwin D. Simon as President, CEO and Chair of the Board in November 2018. Dean Hollis, an independent member of the Board, was appointed to replace Mr. Simon as Chair of the Board onin December 5, 2018 and continues to serve in that role.

The key responsibilities of the Chair include:

Board of Directors and Corporate Governance

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.

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Board of Directors and Corporate Governance

should send a letter to our Corporate Secretary at The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. 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 20202023 annual meeting of stockholders, must be received by us no later than June 13, 2020.9, 2023. 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 permit 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, stockholders should consult our Amended and Restated By-Laws as well as “Stockholder Proposals and Other Communications” below.

Diversity and Inclusion

Diversity and Inclusion remain key priorities for the Board and the Company. Under the leadership of our Corporate Governance and Nominating Committee, which has been tasked more broadly with formal review of the Company’s Human Capital Management program, including its Diversity and Inclusion initiatives, the Board is focused on recruiting and retaining a diverse management team and ensuring that diverse skills, backgrounds, attributes and experiences are reflected on the Board. This diversity enables the Board to provide meaningful oversight for key strategies and risks and enhances the Board’s ability to bring different insights and experiences to its decision making. It is also reflective of the Company’s consumer base and employee workforce that the Board endeavors to support. Of the eight director nominees, three are female, one of whom is racially diverse, and one is ethnically diverse.

During fiscal year 2022, the Corporate Governance and Nominating Committee received regular updates from management on the Company’s diversity and inclusion initiatives and human capital management efforts. The Corporate Governance and Nominating Committee intends to keep this as a standing agenda item in fiscal year 2023.

Board of Directors and Corporate Governance

Director Skills, Experience and Qualifications

We seek directors with collective skills and experience to successfully guide the Company and oversee our long-term strategy. Our Corporate Governance and Nominating 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 Corporate Governance and Nominating Committee has identified the following skills and experience 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.

Skills and Qualifications

Richard    A. Beck

Celeste    A. Clark

Dean    Hollis

Shervin J.    Korangy

Mark L.    Schiller

Michael    B. Sims

Carlyn R.    Taylor

Dawn    M. Zier

Executive Leadership Experience

Public Company Board

Industry Experience

International

Operational Experience

Financial and Accounting Expertise

Risk and Crisis Management

Marketing/E-Commerce

M&A Experience

Human Capital/Culture Management

Sustainability/ESG

= director possesses the skill / experience / expertise

 = area for which the Board particularly draws upon the director’s deep expertise

Committees of the Board

The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Strategy Committee. All members of each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committeestanding 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 www.hain.comunder Investor Relations –hain.comunder Investors — Corporate Governance.

While the Chair and directors on each committee are accountable for carrying out the responsibilities for each committee, all directors are invited to attend the regularly scheduled committee meetings, at least on a quarterly basis.

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, (2) the independent auditor’s qualifications, independence and performance and (3) the performance of the Company’s internal controls and procedures. In fulfilling its purpose, the Committee’s

Board of Directors and Corporate Governance

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 Richard A. Beck, Shervin J. Korangy, Michael B. Sims and Dawn M. Zier,Carlyn R. Taylor, with Mr. KorangySims acting as chair.Chair. The Board has determined that each member of the Audit Committee (1) is “independent” as defined by applicable SEC rules and the listing standardsrules 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 Messrs. Korangy and Sims and Ms. ZierTaylor 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 2019,2022, the Audit Committee held seveneight meetings. See “Report of the Audit Committee.”Committee” on page 53 below.

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 andchange-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.

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Board of Directors and Corporate Governance

The Strategy Committee

The Strategy Committee was established in December 2018 as a continuation of a prior “Working Group” of the Board of Directors. The purpose of the Strategy Committee is to (1) continuously evaluate various strategic alternatives for the Company and its portfolio of brands and make recommendations to the Board of Directors regarding strategicsuch alternatives for the Company, including the Company’s overall strategy with respect to mergers, acquisitions and dispositions and any potential strategic transactions identified by the Board, the Strategy Committee or management from time to time, (2) provide input to the Company’s management in their development of the Company’s long-term corporate strategy and (3) evaluate and analyze capital allocation alternatives with management and make recommendations to the broader Board of Directors as necessary.strategy.

Our Strategy Committee is composed of Dean Hollis, Shervin J. Korangy, Mark L. Schiller and Glenn W. Welling and Dawn M. Zier, with Mr. SchillerKorangy acting as chair. The Board deems it critical to the effectiveness of the Strategy Committee that Mr. Schiller be a member of the committee, and membership on the Strategy Committee is therefore not limited to independent members of the Board.Chair. The Strategy Committee meets at least quarterly on a formal basis and generallyalso meets weekly by conference callinformally between meetings as appropriate to discuss informal updates on the Company’s strategy and potential strategic transactions. During fiscal year 2019,2022, the Strategy Committee held twoseven formal quarterly meetings.

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Board of Directors and Corporate Governance

Committees of the Board of Directors

Information Security

Information security and cybersecurity are significant focus areas for our Board of Directors, and our directors are 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, will meet with the Board of Directors 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 Board of Directors receives updates regarding third party audits that are conducted to assess penetration testing and assess overall program maturity.

Board Oversight for ESG

The Corporate Governance and Nominating Committee oversees the Company’s global ESG strategy on behalf of the Board, including evaluating the impact of Company practices on its employees, consumers, customers and other key stakeholders. The Corporate Governance and Nominating Committee presents ESG-related recommendations to the overall Board for its consideration.

All members of the Corporate Governance and Nominating Committee have ESG experience, with two members specifically having prior sustainable supply chain and corporate ESG experience. The Corporate Governance and Nominating Committee is actively involved in monitoring the execution of our ESG strategy and conducts quarterly working sessions to review and provide input into ESG plans, goals, and strategies for our business. ESG is regularly a part of the agenda at meetings of the Corporate Governance and Nominating Committee, with a focus on the progress the Company has made toward its ESG 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 Corporate Governance and Nominating Committee oversees the process.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

Board of Directors and Corporate Governance

interaction with management. The Board discusses the results of these assessments are discussed with the full Board and each annual self-evaluationCommittee respectively, and based on the results, implementsthe Board and the Committees implement enhancements and other modifications as appropriate. Similarly, the results of each committee evaluation are generally discussed at subsequent committee meetings for the relevant committee. Individual feedback is provided to Board members by the Chair of the Board.

Management Succession Planning

Our Corporate Governance and Nominating Committee plays a strategic role in the oversight of talent management and succession planning for the Chief Executive Officer, other executive officer positions and senior leadership roles across the company. On at least an annual basis, the Corporate Governance and Nominating Committee reviews the Company’s succession plan, which includes a discussion regarding transition and succession in the case of an emergency or unplanned vacancy.

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 site visits to the Company’s operational sites.

In addition, 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 and principal financial 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 www.hain.comhain.com under Investor Relations –Investors — Corporate Governance or by writing to Investor Relations, The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. 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 Form8-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 fornon-employee directors is designed to:

Directors who are also employeesFor each of the last four annual compensation cycles, all of our non-employee directors elected to forgo all cash components of their compensation and receive 100% of their compensation in Company receive no additionalequity awards. Accordingly, the Company has not paid any cash compensation for theirBoard service on our Board. Accordingly, neither Mark L. Schiller, our current President and CEO, nor Irwin D. Simon, our former President and CEO, received any compensation for their service on the Board.since calendar year 2018.

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Board of Directors and Corporate Governance

Each year, the Compensation Committee and our Board review and determine compensation for ournon-employee directors. directors with the assistance of ClearBridge, the Compensation Committee’s independent compensation consultant. On a periodic basis, ClearBridge 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.

Annualnon-employee director compensation covers the period of service between annual meetings of stockholders, with annual reviews and determinations coinciding withstockholders. With respect to the timing of the annual meeting. Eachnon-employee director may elect to forgo any cash payments and receive their entire board compensation in the form of restricted stock. Allnon-employee directors who were elected at the 2018 annual meeting of stockholders elected to receive 100% of their compensation for the service period from the 2018our 2021 annual meeting to the 20192022 Annual Meeting, the Compensation Committee recommended, and the Board approved, keeping the prior year’s compensation levels in place. Accordingly, the form of restricted stock.

The compensation program for ournon-employee directors covering the period from our 20182021 annual meeting to the 20192022 Annual Meeting remained unchanged and is as follows:set forth below.

* All compensation was paid in the form of restricted share units that are scheduled to vest on October 28, 2022.

Fiscal Year 20192022 Director Compensation

The following table sets forth the compensation paid by us to ournon-employee directors during the fiscal year ended June 30, 2019.2022. All amounts in this table were paid in the form of Company equity awards, and the Company did not pay any Board compensation in cash. 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.