Carlyn R. Taylor
HAIN CELESTIAL GROUPAbout Carlyn R. Taylor
Independent director of The Hain Celestial Group since June 2022; age 57. CEO of Sirva Worldwide, Inc. (Feb 2025–present); previously Chief Growth Officer at FTI Consulting (Aug 2023–Jan 2025), Global Co‑Leader of Corporate Finance at FTI (2016–Jan 2025), and Chairperson of FTI Capital Advisors. Licensed CPA and accredited in business valuation (ABV); designated by Hain’s Board as an audit committee financial expert. Independence affirmed; she served on three committees in FY2025 and chaired Strategy . Education noted by Sirva: B.S. and M.A. in Economics, University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting, Inc. | Chief Growth Officer | Aug 2023–Jan 2025 | Led AI and cross‑segment technology strategies; Private Equity practice; Executive Committee |
| FTI Consulting, Inc. | Global Co‑Leader, Corporate Finance | 2016–Jan 2025 | Led Business Transformation, Strategy & Transactions; oversaw industry specializations including Food & Beverage and Consumer Products |
| FTI Capital Advisors | Chairperson | 2017–Jan 2025 | Leadership of investment banking subsidiary |
| PricewaterhouseCoopers | Partner; Consultant | Partner 1998–2002; Consultant 1990–1998 | Founded/led Telecom industry practice within Financial Advisory Services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sirva Worldwide, Inc. | Chief Executive Officer | Feb 2025–present | Global relocation/moving services; brands include Allied, northAmerican, Sirva Mortgage |
| Flowserve Corporation | Independent Director | Aug 2020–Feb 2025 | Public company board service in past five years |
Board Governance
- Committees (FY2025): Audit (member; audit committee financial expert), Nominating & Governance (member), Strategy (Chair). Strategy Committee was reconstituted Aug 2025; Taylor serves as Chair alongside Campbell, Korangy, and Sims .
- Independence: Six of seven nominees (including Taylor) are independent under Nasdaq listing standards .
- Attendance: Board held 12 meetings in FY2025; all nominees who served attended at least 90% of Board/committee meetings (average 98%). All eight directors nominated in 2024 attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of independent directors; Board Chair presides .
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual base retainer (non‑employee director) | $53,000 | Standard cash retainer |
| Committee Chair fees | $20,000 (Audit), $15,000 (Comp & Nominating), $20,000 (Strategy; prorated from Aug 2025) | Strategy Committee fees added Aug 2025 |
| Committee member fees (non‑Chair) | $5,000 per committee | Applies to Audit/Nominating/Comp membership |
| Equity: annual RSU grant | $170,000 | Granted to all non‑employee directors; time‑vested |
| Carlyn R. Taylor – cash fees received | $63,000 | Reported FY2025 cash fees |
| Carlyn R. Taylor – stock awards | $170,000 | RSUs granted in FY2025 |
| Carlyn R. Taylor – total director comp | $233,000 | FY2025 total |
- RSU vesting: Director RSUs outstanding for Taylor total 19,474 shares scheduled to vest Oct 30, 2025 (annual meeting date) .
- Stock ownership guidelines: Directors must hold at least 5x annual cash retainer; all directors are in compliance .
- Policies: Strict prohibition on pledging or hedging by directors; robust clawback policies for incentive compensation (officers) .
Performance Compensation (Company framework influencing pay-for-performance culture)
Directors are not paid based on performance metrics; however, Hain’s pay-for-performance architecture (AIP and LTIP) underscores governance rigor. FY2025 AIP used adjusted EBITDA and organic net sales; payout was 0% due to performance below threshold.
| Measure (FY2025 AIP) | Baseline FY2024 | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 154.5 | 148.1 | 164.6 | 181.1 |
| Organic Net Sales ($mm) | 1,544.6 | 1,555.8 | 1,637.7 | 1,719.6 |
- Actual performance: Adjusted EBITDA $113.8mm; Organic Net Sales $1,443.6mm; AIP payout 0% for NEOs .
- LTIP metrics introduced for 2025–2027: Relative TSR, Adjusted EBITDA margin, Unlevered FCF with threshold/target/maximum goals (50%/100%/150%) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| Flowserve Corporation | Director (Aug 2020–Feb 2025) | Not specified in Hain proxy | No Hain‑disclosed related party dealings |
| Sirva Worldwide, Inc. | CEO | N/A | No Hain‑disclosed related party dealings |
- Hain policy: Independent directors generally may not hold >3 public company directorships without Nominating & Governance Committee approval .
Expertise & Qualifications
- Audit committee financial expert; deep finance/accounting, capital allocation, M&A, business transformation .
- Licensed CPA; ABV credential; prior investment banking licenses .
- Industry oversight: Led FTI’s industry specializations including Food & Beverage and Consumer Products, relevant to Hain’s categories .
- Education: B.S. and M.A. in Economics (USC) .
Equity Ownership
| Holder | Shares Owned Directly | RSUs vesting ≤60 days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Carlyn R. Taylor | 183,957 | 19,474 | 203,431 | <1%* |
- Footnote: RSUs included per SEC rules when vesting within 60 days .
- Ownership as % of shares outstanding (<1%) per beneficial ownership table .
Board Governance Signals
- Independence and oversight: Multiple committee memberships and Strategy Chair role signal active engagement in portfolio review and long‑term corporate strategy .
- Attendance: High Board/committee attendance across nominees (≥90%, avg 98%) supports a strong engagement culture .
- Alignment: Director RSU grants and ownership guidelines (5x retainer) ensure skin‑in‑the‑game; hedging/pledging prohibitions protect alignment .
- Compensation practices: Majority of executive pay at risk; rigorous AIP/LTIP metrics and clawback policies; 2024 Say‑on‑Pay support at 89% .
Potential Conflicts & Related-Party Exposure
- Related party transactions: None disclosable since the beginning of FY2025; Audit Committee reviews any such transactions; directors recuse if related .
- External CEO role: Taylor’s CEO position at Sirva could pose time‑commitment considerations; no Hain‑disclosed transactions with Sirva .
- Policy safeguards: No pledging/hedging; annual self‑evaluations; majority voting; proxy access; independent Chair; comprehensive risk oversight by committees .
Insider Trades
We attempted to retrieve Form 4 transactions for “Carlyn Taylor” at HAIN (filing date filter) but were unable to access the insider-trades endpoint due to an authorization error; no additional Form 4 data available. Governance and ownership analysis above relies on DEF 14A disclosures .
Governance Assessment
- Strengths: Independent director; audit committee financial expert; chairs Strategy; strong attendance; robust governance policies; meaningful ownership and equity alignment; no related‑party transactions disclosed .
- Watchpoints: Dual role as CEO of Sirva—monitor time commitments and any future Hain‑Sirva dealings; track ongoing committee workload given Strategy Committee’s expanded remit .
- Overall investor confidence impact: Positive signals from independence, expertise, and alignment; limited conflict risk under current disclosures; continued oversight of portfolio strategy and risk management through committee leadership supports Board effectiveness .