Business Context and Reporting Period
This Form 8-K filing by The Hain Celestial Group, Inc. (HAIN) reports a significant executive leadership transition. The report date is December 12, 2025, with the effective date of the event being December 15, 2025.
Key Financial Metrics and Compensation Details
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, or debt levels. Instead, it details the compensation package for the newly appointed permanent CEO, Alison E. Lewis:
- Base Salary: $850,000 annually.
- Annual Incentive: Target of 100% of base salary; maximum of 150% of target.
- Long-Term Incentives (LTIP):
- 1,500,000 Performance Share Units (PSUs) vesting based on stock price targets of $3.00, $5.00, $7.00, and $9.00.
- 650,000 Restricted Share Units (RSUs) vesting in three annual installments.
- Legal Fee Reimbursement: Up to $10,000.
Material Changes and Executive Transition
Alison E. Lewis has transitioned from Interim President and Chief Executive Officer to the permanent role, effective December 15, 2025. This change includes:
- Execution of a new Employment Agreement and Change in Control (CIC) Agreement.
- Adjustment of a prior "Interim RSU Award" granted on May 7, 2025: a pro-rata portion vests immediately, while the remainder is forfeited.
- Establishment of specific severance terms for termination without "cause" or resignation for "good reason."
Outlook, Risks, and Contingencies
The filing outlines specific contingencies regarding executive severance and equity vesting:
- Standard Termination: Entitles Ms. Lewis to one year of base salary plus target incentive and COBRA coverage.
- Change in Control: Severance increases to two times the sum of base salary and target incentive. Additionally, all unvested RSUs automatically vest if termination occurs in connection with a change in control.
- Restrictive Covenants: Ms. Lewis remains subject to confidentiality, non-interference, and invention assignment agreements.
Investor Verification Checklist
- Verify the current stock price relative to the PSU vesting thresholds ($3.00, $5.00, $7.00, $9.00).
- Review the full text of the Employment Agreement (Exhibit 10.1) and CIC Agreement (Exhibit 10.2) for specific definitions of "cause" and "good reason."
- Confirm the impact of the forfeited Interim RSU Award on total executive compensation costs.
- Check the press release (Exhibit 99.1) for additional strategic context regarding the leadership transition.