HAIN CELESTIAL GROUP INC (HAIN): director Shervin J. Korangy took another position

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2026, the Board of Directors (the “Board”) of The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”) appointed Patricia Ferrari and Richard Shinder as new directors, effective immediately. Ms. Ferrari was also appointed as a member of each of the Compensation Committee and Strategy Committee of the Board, and Mr. Shinder was also appointed as a member of each of the Audit Committee and Strategy Committee of the Board, each effective upon their appointment as a director.
Ms. Ferrari has served as an independent director for both public and private companies since 2023. Previously, she was a Managing Director at MBIA Inc. Prior to this, she practiced law for 22 years and served as one of the founding partners of the New York office of King & Spalding. Ms. Ferrari currently serves as an independent director for Panolam Holdings, Outpatient Imaging Affiliates, QualDerm Partners and CityBridge. Ms. Ferrari holds a JD from Vanderbilt University School of Law and earned her undergraduate degree from Southern Illinois University.
Mr. Shinder is a Co-Founder and Partner at Ensis Partners. Mr. Shinder has served on the board of directors of several companies, including his current service as chairman of the board of Muth Mirror Systems and Il Mulino New York, among others. Mr. Shinder earned an MBA degree with distinction from the Wharton School of the University of Pennsylvania and graduated summa cum laude with a BBA from Gonzaga University.
There is no arrangement or understanding between either Ms. Ferrari or Mr. Shinder and any other person pursuant to which either Ms. Ferrari or Mr. Shinder, as applicable, was selected as a director. There have been no transactions involving either Ms. Ferrari or Mr. Shinder that would be required to be disclosed by Item 404(a) of Regulation S-K.
The Nominating and Governance Committee and the Board have determined that both Ms. Ferrari and Mr. Shinder are “independent” as defined by applicable rules of The Nasdaq Stock Market LLC and the U.S. Securities and Exchange Commission applicable to Board service.
In connection with their service as non-employee directors, each of Ms. Ferrari and Mr. Shinder entered into an engagement letter pursuant to which each will receive a monthly cash fee of $30,000. Each of Ms. Ferrari and Mr. Shinder also entered into the Company’s standard indemnification agreement for its non-employee directors.
The foregoing director appointments coincided with the resignations of Shervin J. Korangy and Carlyn R. Taylor from the Board, each of whom tendered their resignations on October 9, 2026, effective immediately. Mr. Korangy’s resignation was due to his recently announced appointment as chief executive officer of Fresenius Medical Care, a public company. Ms. Taylor’s resignation was due to the demands of her other professional commitments, including her role as chief executive officer and a member of the board of directors of Sirva. Mr. Korangy’s and Ms. Taylor’s decisions to resign were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.