Alison E. Lewis
HAIN CELESTIAL GROUPAbout Alison E. Lewis
Alison E. Lewis is Interim President & CEO of The Hain Celestial Group and a director since September 2024. She is a 35-year CPG veteran, previously Chief Growth Officer at Kimberly-Clark (2019–Aug 2024), CMO at Johnson & Johnson Consumer Health (2013–2019), and SVP & CMO North America at The Coca-Cola Company, with earlier roles at Kraft General Foods; she holds a Bachelor of Commerce from Queen’s University and is 58 years old . Under Hain’s FY2025 incentive framework, adjusted EBITDA and organic net sales missed thresholds (Adj. EBITDA $113.8M; Organic net sales $1,443.6M), resulting in 0% AIP payouts; relative TSR, adjusted EBITDA margin, and unlevered FCF are key LTIP metrics company-wide .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | Chief Growth Officer | 2019–Aug 2024 | Led growth strategy across four categories; drove digital-first marketing/sales, disciplined and profitable revenue growth management, and scaled innovation . |
| Johnson & Johnson Consumer Health | Chief Marketing Officer | 2013–2019 | Drove growth strategies/innovation across 140+ countries; commercial leadership and brand building . |
| The Coca-Cola Company | SVP & Chief Marketing Officer, North America; President & GM, Odwalla | Tenure disclosed as “almost 18 years” | Marketing leadership; P&L for Odwalla; digital-first commercial execution . |
| Kraft General Foods | Marketing roles | Early career | Foundational brand/marketing experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kimberly-Clark Corporation | Advisory role | Through Sept 2024 | Continued advisory support following retirement as Chief Growth Officer . |
Fixed Compensation
| Component | Terms | Amount | Effective Date | Notes |
|---|---|---|---|---|
| Base salary | Monthly base salary | $100,000 | May 7, 2025 | Offer letter as Interim CEO . |
| Base salary (annualized) | Annual base salary shown in proxy | $1,200,000 | FY2025 | Footnote clarifies monthly $100k base; interim role . |
| FY2025 AIP eligibility | Not eligible as Interim CEO | — | FY2025 | 2025 AIP excluded for Ms. Lewis . |
Performance Compensation
FY2025 Annual Incentive Plan (AIP) – Company Metrics and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2025 | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $148.1M | $164.6M | $181.1M | $113.8M | 0% (below threshold) |
| Organic Net Sales | 50% | $1,555.8M | $1,637.7M | $1,719.6M | $1,443.6M | 0% (below threshold) |
Notes:
- Ms. Lewis was not eligible for FY2025 AIP .
- Company-wide AIP payout = 0% due to performance below thresholds .
Long-Term Incentive Plan (LTIP) Design (Company-wide FY2025–2027)
| Award Type | Key Performance Metric(s) | Threshold | Target | Maximum | Vesting Terms |
|---|---|---|---|---|---|
| Relative TSR PSUs | TSR vs S&P Food & Beverage Select Industry Index | 30th percentile | 51st percentile | 75th percentile | Earn 0–150% of target over 2025–2027; straight-line interpolation . |
| Adjusted EBITDA Margin PSUs | Adjusted EBITDA margin | 10.0% | 11.0% | 12.1% | Earn 0–150% of target over 2025–2027 . |
| Unlevered FCF PSUs | Unlevered free cash flow | $385M | $426M | $468M | Earn 0–150% of target over 2025–2027 . |
| RSUs (time-based) | Time-vesting | — | — | — | 1/3 annually on Oct 28, 2025/2026/2027; double-trigger acceleration upon CIC+termination . |
Notes:
- Ms. Lewis did not receive awards under the 2025–2027 LTIP .
One-time RSU Award to Ms. Lewis (upon Interim CEO appointment)
| Grant Type | Grant Date Fair Value | Vest Date | Vesting Conditions | Pro-rata Vesting Triggers |
|---|---|---|---|---|
| RSU (“Lewis RSU Award”) | $900,000 | May 7, 2026 | Continuous employment as Interim CEO through vest date | Pro-rata vesting if (i) terminated without cause, (ii) permanent CEO appointed, or (iii) good reason following a change in control; subject to release . |
Equity Ownership & Alignment
| Item | Amount/Detail | Notes |
|---|---|---|
| Total beneficial ownership | 23,016 shares; less than 1% | Ownership table as of Sept 2, 2025 . |
| Direct shares | 3,542 | Vested from director RSUs in FY2025 . |
| RSUs scheduled to vest within 60 days | 19,474 | Included in beneficial ownership under SEC rules . |
| Outstanding stock awards (as of 6/30/2025) | 640,163 shares | Includes the Lewis RSU Award . |
| Shares outstanding | 90,292,752 | As of Sept 2, 2025 . |
| Ownership % of shares outstanding | ≈0.025% (calc: 23,016 / 90,292,752) | Derived from disclosed counts . |
| Options (exercisable/unexercisable) | None; company does not grant stock options currently | No option exercises in FY2025 . |
| Hedging / pledging | Prohibited by Insider Trading Policy | No margin purchases/pledging; no short sales . |
| Executive stock ownership guideline | CEO: 6x base salary; other execs: 3x | Five-year compliance window; disposal limits; committee deems executives in compliance/progress . |
| Director stock ownership guideline | 5x annual cash retainer; five-year compliance window | All directors in compliance . |
| Clawback policies | Pre-2019 policy and Dodd-Frank/Nasdaq-compliant policy (Oct 2023) | Mandatory recoupment upon accounting restatement . |
Employment Terms
| Term | Detail |
|---|---|
| Start date | Interim President & CEO effective May 7, 2025 . |
| Role duration | Until earliest of: permanent CEO appointment; May 7, 2026; termination for any reason; resignation . |
| Compensation | Monthly base salary $100,000; one-time RSU award $900,000 fair value . |
| Severance / CIC | Pro-rata vesting of Lewis RSU Award if terminated without cause, replaced by permanent CEO, or good reason post-CIC; subject to release . |
| Covenants | Confidentiality, Non-Interference, and Invention Assignment Agreement with customary restrictive covenants (effective at start date) . |
Board Governance
- Board service history: Appointed director effective Sept 1, 2024; initially served on Compensation & Talent Management and Audit Committees . After appointment as Interim CEO (May 2025), determined not independent; ceased Audit Committee service; current Audit Committee: Campbell, Sims (Chair), Taylor .
- Committee roles and independence: As Interim CEO, not independent under Nasdaq rules; board maintains independent Chair (Dawn Zier) and separated Chair/CEO roles since 2018 .
- Board attendance: FY2025 board held 12 meetings; all nominees attended ≥90% of aggregate meetings; avg attendance 98% . FY2024 board held 10 meetings; nominees attended ≥86%; avg 97% .
- Director ownership guidelines: 5x annual cash retainer; all directors in compliance .
- Dual-role implications: CEO + director reduces independence; mitigated by independent Chair, majority independent board, robust governance practices (e.g., executive sessions, clawbacks, ownership guidelines) .
Director Compensation
Program (2024–2025 cycle)
| Compensation Component | Amount ($) |
|---|---|
| Annual base retainer (non-employee directors) | 53,000 |
| Additional annual fee – Chair of the Board | 100,000 |
| Additional annual fee – Chair of Audit Committee | 20,000 |
| Additional annual fee – Chairs of Compensation and Nominating & Governance Committees | 15,000 |
| Additional annual fee – non-Chair committee members | 5,000 |
| Annual base RSU grant (non-employee directors) | 170,000 |
FY2025 actuals for Alison E. Lewis (as non-employee director until May 2025)
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 42,000 |
| Stock awards (grant date fair value) | 198,333 |
| Total | 240,333 |
Notes:
- Lewis ceased receiving director compensation upon Interim CEO appointment in May 2025 .
- Director RSUs outstanding for non-employee directors typically vest October 30, 2025 .
Performance & Track Record
- FY2025 results: Company reported net sales of $1,559.8M and organic net sales of $1,443.6M; adjusted EBITDA $113.8M; AIP paid 0%, and 2023–2025 PSUs failed to vest, highlighting strict pay-for-performance alignment .
- Q3 FY2025 commentary: As Interim CEO, Lewis outlined five value drivers: simplify operations/overhead, accelerate renovation/innovation, strategic RGM/pricing, productivity and working capital reduction, and strengthen digital capabilities .
- Strategic review: Board commenced comprehensive portfolio review with Goldman Sachs to consider strategic options; Lewis leading during transition .
Compensation Structure Analysis
- Mix shifts: Interim CEO arrangement emphasizes cash salary and a one-time time-based RSU; no FY2025 AIP/LTIP eligibility, reducing near-term variable comp and potentially signaling focus on stability in transition .
- Performance metrics rigor: FY2025 AIP targets (Adj. EBITDA $164.6M; Organic net sales $1,637.7M) set above FY2024 baselines; threshold levels at 90–95% of target; actual performance missed thresholds → 0% payout .
- Clawbacks and risk controls: Robust clawback policies; prohibitions on hedging/pledging; independent compensation consultant supports governance quality .
- Options policy: No stock options granted; reduces repricing risk and option-driven selling pressure .
Equity Ownership & Alignment Commentary
- Alignment: Direct ownership is modest in absolute terms (23,016 shares) with additional RSUs scheduled to vest and a larger stock award balance outstanding; CEO ownership guideline at 6x salary creates strong long-term alignment requirements and disposal limits .
- Pledging/Hedging: Explicitly prohibited, reducing misalignment risk and lender-related forced sales .
- Selling pressure: No options outstanding; time-based RSU vesting dates and retention provisions reduce near-term selling pressure but may create event-driven vesting if permanent CEO is appointed .
Employment & Contracts
- Term mechanics: Interim role ends at permanent CEO appointment or by May 7, 2026; pro-rata RSU vest upon no-cause termination, transition to permanent CEO, or good reason post-CIC with release; confidentiality and restrictive covenants in place .
- Severance multiples: Not disclosed for Ms. Lewis beyond RSU pro-rata vesting. Company’s standard change-in-control agreements for other NEOs provide 2x salary+bonus upon qualifying termination within 12 months post-CIC; general severance 1x salary+target bonus for no-cause termination (for other NEOs) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 89% approval at 2024 Annual Meeting, reflecting investor support for the program design .
- Ongoing engagement: Board/management engage year-round; Compensation Committee considers feedback and peer practices via independent consultant .
Investment Implications
- Pay-for-performance discipline: Zero AIP payout and failed PSUs in FY2025 underscore rigorous targets and alignment; reduces cash burn and signals credibility of incentive design .
- Retention and transition risk: Interim structure creates uncertainty; however, pro-rata RSU vesting mitigates retention risk if a permanent CEO is appointed before vest date .
- Near-term execution focus: Lewis’s operational priorities (RGM, productivity, working capital) and strategic review could catalyze portfolio actions; watch disclosures for divestitures and capital structure impacts .
- Governance strength offsets dual-role concerns: Independent Chair, majority independent board, clawbacks, and strict ownership/anti-hedging policies reduce governance risk while Lewis serves as both director and Interim CEO .