The Company maintains a shareholder-approved plan, The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”), which was approved at the Company’s 2022 Annual Meeting of Shareholders held on November 17, 2022. The 2022 Plan permits the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s shareholders. The 2022 Plan is administered by the Compensation and Talent Management Committee of the Company’s Board of Directors. The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”) and its 2019 Equity Inducement Award Program (the “2019 Inducement Program”). The 2022 Plan, the 2002 Plan and the 2019 Inducement Program are collectively referred to as the “Stock Award Plans”.

There were 1,767, 1,242, and 873 shares underlying awards granted under the Stock Award Plans during fiscal years 2024, 2023 and 2022, respectively, of which 618, 428, and 249, respectively, were performance share units (“PSU”) that are subject to the achievement of minimum market conditions or performance goals, with the remaining being restricted share units (“RSU”), which are service-based awards. RSU awards to employees generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases. RSU awards to non-employee directors generally provide for a vesting period of one year. For PSU awards, the foregoing share figures are stated at target levels, and the awards outstanding at June 30, 2024 generally provide for vesting at 0% to 200% of the target level. There were no stock options granted under the Stock Award Plans during fiscal years 2024, 2023 and 2022. At June 30, 2024, there were 5,406 shares available for grant under the 2022 Plan.

Awards of RSUs and PSUs are issued at no cost to the recipient. Shares underlying RSUs and PSUs are not issued until vesting. Vesting of RSUs and PSUs is subject to continued employment and vesting conditions in accordance with provisions set forth in the applicable award agreements. Market-based PSUs vest contingent on meeting specific Total Shareholder Return (“TSR”) targets over a specified time period, and in prior years, the Company also granted performance-based PSUs that vested contingent on meeting specific financial results within a specified time period.

A summary of all stock-based award activity for the last three fiscal years ended June 30 is as follows:


	2024					2023					2022
	Number of Shares and Units			Weighted Average Grant Date Fair Value (per share)		Number of Shares and Units			Weighted Average Grant Date Fair Value (per share)		Number of Shares and Units			Weighted Average Grant Date Fair Value (per share)
Non-vested at beginning of period - RSUs and PSUs		1,288		$	26.37		790		$	42.44		1,780		$	16.55
Granted		1,768		$	11.83		1,242		$	20.34		873		$	43.55
Vested		(528	)	$	27.38		(250	)	$	36.23		(1,583	)	$	15.61
Forfeited		(363	)	$	19.13		(494	)	$	31.92		(280	)	$	32.98
Non-vested at end of period - RSUs and PSUs		2,165		$	15.03		1,288		$	26.37		790		$	42.44

At June 30, 2024, the non-vested amount in the table above includes a total of 849 shares that represent the target number of shares that may be earned under PSUs based on pre-defined market conditions that are eligible to vest ranging from 0% to 200% of target while the remaining shares represent the shares that may be earned under RSUs based on service-based conditions. Vested shares during the year ended June 30, 2024, include a total of 512 shares under various LTIPs and a total of 15 shares that vested based on certain performance-based metrics being met.

The fair value of RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting, for the last three fiscal years ended June 30 was as follows:


	Fiscal Year Ended June 30,
	2024		2023		2022
Fair value of RSUs and PSUs granted	$	20,726	$	25,258	$	38,005
Fair value of RSUs and PSUs vested	$	5,545	$	4,684	$	71,376
Tax benefit recognized from RSUs and PSUs vesting	$	673	$	631	$	3,658

At June 30, 2024, $19,400 of unrecognized stock-based compensation expense related to non-vested RSUs and PSUs was expected to be recognized over a weighted average period of approximately 1.46 years.

In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (“LTIP”) that provides for equity awards, including market-based PSUs that can be earned over defined performance periods. The participants of the LTIP include certain of the Company’s executive officers and other key executives. The LTIP is administered by the Compensation and Talent Management Committee, which is responsible for, among other items, selecting the specific performance measures for awards, setting the target performance required to receive an award after the completion of the performance period, and determining the specific payout to the participants.

For RSUs, the Company uses the fair market value of the Company’s common stock on the grant date to measure fair value for service-based awards and for market-based PSUs, the Company uses a Monte Carlo simulation model to determine the fair value of those awards granted under the LTIP. The fair value of RSUs and PSUs is then used to record stock-based compensation expense. The use of the Monte Carlo simulation model requires the Company to make estimates and assumptions and therefore, the Company has included additional information regarding the terms of the PSUs granted and the inputs into the Monte Carlo simulation model below.

During the fiscal year ended June 30, 2024, the Company granted market-based PSU awards under the LTIP with a total target payout of 618 shares of common stock. At June 30, 2024, there were 556 such shares outstanding under the LTIP. Such PSU awards will vest, if at all, pursuant to a defined calculation of either relative TSR or absolute TSR (as defined) over the period from October 26, 2023 through the earlier of: (i) October 25, 2026; (ii) the date the participant’s employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as defined) (the “2024 TSR Performance Period”). Vesting of 370 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2024 TSR Performance Period (the “2024 Relative TSR PSUs”). Vesting of 185 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2024 TSR Performance Period (the “2024 Absolute TSR PSUs”). Total shares eligible to vest for both the 2024 Relative TSR PSUs and 2024 Absolute TSR PSUs range from zero to 200% of the target amount. Grant date fair values are calculated using a Monte Carlo simulation model with grant date fair values per target share and related valuation assumptions as follows:


	Fiscal Year ended June 30, 2024
	Absolute TSR PSUs			Relative TSR PSUs
Grant date fair value (per target share)	$	12.23		$	15.42
Risk-free interest rate		4.98	%		4.98	%
Expected dividend yield		—			—
Expected volatility		33.70	%		23.10	%
Expected term	3.00 years			3.00 years

During the fiscal year ended June 30, 2023, the Company granted market-based PSU awards under the LTIP with a total target payout of 429 shares of common stock. At June 30, 2024, 249 of such shares were outstanding. Such PSU awards will vest, if at all, pursuant to a defined calculation of either relative TSR or absolute TSR (as defined) over the period from September 6, 2022 through the earlier of: (i) September 6, 2025; (ii) the date the participant’s employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as defined) (the “2023 TSR Performance Period”). Vesting of 167 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2023 TSR Performance Period (the “2023 Relative TSR PSUs”). Vesting of 82 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2023 TSR Performance Period (the “2023 Absolute TSR PSUs”). Total shares eligible to vest for both the 2023 Relative TSR PSUs and 2023 Absolute TSR PSUs range from zero to 200% of the target amount. Grant date fair values are calculated using a Monte Carlo simulation model with grant date fair values per target share and related valuation assumptions as follows:


	Fiscal Year ended June 30, 2023
	Absolute TSR PSUs			Relative TSR PSUs
Grant date fair value (per target share)	$	20.18		$	27.47
Risk-free interest rate		3.54	%		3.54	%
Expected dividend yield		—			—
Expected volatility		40.30	%		26.60	%
Expected term	3.00 years			3.00 years

During the fiscal year ended June 30, 2022, the Company granted market-based PSU awards under the LTIP with a total target payout of 193 shares of common stock. At June 30, 2024, 44 of such shares were outstanding. Vesting is pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agreement) over the period from November 18, 2021 through the earlier of: (i) November 17, 2024; (ii) the date the participant’s employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as defined in the award agreement) (the “2022 TSR Performance Period”). Vesting of 29 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2022 TSR Performance Period (the “2022 Relative TSR PSUs”). Vesting of 15 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2022 TSR Performance Period (the “2022 Absolute TSR PSUs”). Total shares eligible to vest for both the 2022 Relative TSR PSUs and 2022 Absolute TSR PSUs range from 0% to 200% of the target amount.

Grant date fair values are calculated using a Monte Carlo simulation model with weighted average grant date fair values per target share and related valuation assumptions as follows:


	Fiscal Year ended June 30, 2022
	Absolute TSR PSUs			Relative TSR PSUs
Grant date fair value (per target share)	$	39.00		$	60.09
Risk-free interest rate		0.89	%		0.89	%
Expected dividend yield		—			—
Expected volatility		36.93	%		24.46	%
Expected term	2.99 years			2.99 years

Vesting was pursuant to the achievement of pre-established three-year compound annual TSR targets over the period from November 6, 2018 to November 6, 2021 with total shares eligible to vest ranging from 0% to 300% of the target award amount. Certain shares were subject to a holding period of one year after the vesting date, resulting in an illiquidity discount being applied to the grant date fair value for such shares. There were 51 and 554 PSUs granted during fiscal years 2021 and 2020, respectively. No such awards under the 2019-2021 LTIP were granted after fiscal year 2021. Grant date fair values are calculated using a Monte Carlo simulation model. The weighted average grant date fair values per target share and related valuation assumptions were as follows:


	Fiscal Year ended June 30,
	2021			2020
Grant date fair value (per target share)	$	32.13		$	10.92
Risk-free interest rate		0.13	%		1.54	%
Expected dividend yield		—			—
Expected volatility		40.37	%		36.28	%
Expected term	1.17 years			1.85 years

In the second quarter of fiscal 2022, the Compensation and Talent Management Committee determined that all outstanding awards under the 2019-2021 LTIP vested at 100% as a result of the TSR targets having been met.

On November 6, 2018, the Company’s former CEO, Mark L. Schiller received a market-based PSU award with a target payout of 350 shares of common stock and a maximum payout of 1,050 shares of common stock (the “CEO Inducement Grant”). Vesting was pursuant to the achievement of pre-established three-year compound annual TSR levels over the period from November 6, 2018 to November 6, 2021. These PSUs were subject to a holding period of one year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value. The grant date fair value per target share and related valuation assumptions used in the Monte Carlo simulation to value this award were as follows:

The total grant date fair value of the award was $7,571. This PSU award was granted outside of the Stock Award Plans. In the second quarter of fiscal 2022, the Compensation and Talent Management Committee determined that the CEO Inducement Grant vested at 100% as a result of the TSR targets having been met.

On November 22, 2022, the Board approved a succession plan pursuant to which Mark L. Schiller transitioned from his position as President and Chief Executive Officer of the Company effective as of December 31, 2022 (the “Transition Date”). As of the Transition Date, certain of Mr. Schiller's stock-based compensation awards were modified and others were forfeited. Additionally, Mr. Schiller received severance totaling $4,725, paid in installments over a two-year period following the Transition Date. Severance, including payroll taxes and other costs, was recognized during fiscal year 2023.

On November 22, 2022, the Board appointed Wendy P. Davidson to the role of President and Chief Executive Officer and as a director on the Board, in each case effective as of January 1, 2023 (the “Start Date”).

On the Start Date, Ms. Davidson received the following awards under the 2023 - 2025 LTIP: 36 Relative TSR PSUs (at target), 18 Absolute TSR PSUs (at target) and 36 RSUs. The Relative TSR PSUs and Absolute TSR PSUs have the same TSR Performance Period, performance goals and beginning stock price as those applicable to awards granted to other employees under the 2023 - 2025 LTIP. The RSUs vest in one-third (1/3) installments on each of September 6, 2023, 2024 and 2025. Additionally, in recognition of the compensation Ms. Davidson forfeited by leaving her former employer, on the Start Date, Ms. Davidson also received a one-time make-whole RSU award of 95 RSUs that vest in one-third (1/3) installments on each of the first, second and third anniversaries of the Start Date.

Grant date fair values were calculated using a Monte-Carlo simulation model with grant date fair values per target share and related valuation assumptions as follows:


	Absolute TSR PSUs			Relative TSR PSUs
Grant date fair value (per target share)	$	13.84		$	19.54
Risk-free interest rate		4.28	%		4.28	%
Expected dividend yield		—			—
Expected volatility		40.70	%		28.20	%
Expected term	3.00 years			3.00 years

Compensation cost and related income tax benefits recognized on the consolidated statements of operations for stock-based compensation plans were as follows:


	Fiscal Year Ended June 30,
	2024		2023		2022
Selling, general and administrative expense	$	12,704	$	14,423	$	15,611
Related income tax benefit	$	1,409	$	1,734	$	1,574

The Company did not grant any stock options in fiscal years 2024, 2023 or 2022, and there were no stock options exercised during these periods. There were 122 stock options outstanding at each of June 30, 2024, 2023 and 2022, relating to a grant under a prior plan. Although no further awards can be granted under the prior plan, the stock options outstanding continue in accordance with the terms of the plan and grant. For stock options outstanding and exercisable at June 30, 2024, the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $567, and the weighted average remaining contractual life was 7.0 years. The weighted average exercise price of these stock options was $2.26. At June 30, 2024, there was no unrecognized compensation expense related to stock option awards.