Celeste A. Clark
HAIN CELESTIAL GROUPAbout Celeste A. Clark
Celeste A. Clark, Ph.D., age 72, has served as an independent director of The Hain Celestial Group since 2017. She is principal of Abraham Clark Consulting, LLC (since Nov. 2011), an adjunct professor at Michigan State University (where she earned her Ph.D. in Food Science and was recently awarded an honorary doctorate of Humanities), and a former Senior Vice President, Global Policy & External Affairs and Chief Sustainability Officer at Kellogg Company, concluding a nearly 35-year career there in 2011. She has been recognized by NACD (Directorship 100, 2023) and BoardProspects (2024 “100 Black Board Members Making a Difference”). Her core credentials span nutrition, public policy, sustainability/ESG, risk and governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | Senior Vice President, Global Policy & External Affairs; Chief Sustainability Officer; member of Global Executive Management Team | Career of ~35 years; retired 2011 | Led global nutrition/regulatory science, corporate communications, government relations, philanthropy; Chief Sustainability Officer |
| Abraham Clark Consulting, LLC | Principal | Since Nov. 2011 | Advises on nutrition/health policy, regulatory affairs, leadership development |
| Michigan State University | Adjunct Professor | Current | Earned Ph.D. in Food Science; honorary doctorate of Humanities awarded for community engagement |
External Roles
| Company | Role | Since |
|---|---|---|
| Darling Ingredients Inc. | Independent Director | Oct 2021 |
| Prestige Consumer Healthcare Inc. | Independent Director | Feb 2021 |
| Wells Fargo & Company | Independent Director | Jan 2018 |
Interlock note: HAIN’s Board Chair Dawn Zier also serves on Prestige Consumer Healthcare’s board and chairs its Compensation Committee, creating an information-network interlock between two HAIN directors at PBH. This is not a related-party transaction but is relevant for board network analysis.
Board Governance
- Committee assignments at HAIN: Nominating & Governance (Chair) and Compensation (member).
- Independence: The Board determined Dr. Clark is independent under Nasdaq rules.
- Attendance & engagement: FY2025 Board held 12 meetings; all nominees (including Dr. Clark) attended ≥90% of Board/committee meetings; average attendance 98%. All eight directors nominated in 2024 attended the 2024 annual meeting.
- Board leadership & process: Independent Chair since 2018; regular executive sessions without management, chaired by the independent Board Chair.
- Committee remits (relevant to her chair role): Nominating & Governance oversees director nominations, governance policies, board/committee self-evaluations, talent/culture and ESG/Impact program oversight.
- Shareholder engagement: Management and independent directors (including the Chair) engage with significant stockholders on governance and compensation.
Fixed Compensation (Director Pay – FY2025)
| Component | Policy/Amount | Dr. Clark FY2025 Actual |
|---|---|---|
| Annual cash retainer (non-employee director) | $53,000 | Included in total |
| Committee chair fee – Nominating & Governance | $15,000 | Included in total |
| Committee member fee (non-chair) | $5,000 per committee | Included in total (Compensation Committee member) |
| Board Chair fee (if applicable) | $100,000 | N/A (not Chair) |
| Cash fees paid (aggregate) | — | $73,000 |
| Annual time-vested RSU grant | $170,000 | $170,000 (grant-date fair value) |
| Total FY2025 Director Compensation | — | $243,000 |
Notes:
- Program unchanged from prior year; Strategy Committee fees added in Aug 2025 (not applicable to Dr. Clark’s roles).
- Director compensation emphasizes equity alignment; majority delivered as RSUs.
Performance Compensation (Director Equity)
| Award | Grant Value | Instrument | Shares/Status | Vesting/Performance |
|---|---|---|---|---|
| Annual director equity | $170,000 | RSUs | 19,474 outstanding RSUs as of June 30, 2025 | Time-based; scheduled to vest Oct 30, 2025; no performance metrics |
HAIN does not grant options to directors and uses time-based RSUs; there are no PSU metrics for non-employee director grants.
Other Directorships & Interlocks
| External Board | Type | Potential Interlock/Consideration |
|---|---|---|
| Wells Fargo & Company | Large U.S. bank | No HAIN related-party transactions disclosed; Audit Committee reviews any such items. Monitor for any commercial relationships (none disclosed). |
| Darling Ingredients Inc. | Food/Ag byproducts | No HAIN related-party transactions disclosed. |
| Prestige Consumer Healthcare Inc. | OTC consumer health | Interlock with HAIN Board Chair Dawn Zier (also director at PBH and PBH Compensation Committee Chair). Governance network consideration. |
Expertise & Qualifications
- Nutrition, consumer products, public policy, risk management, and sustainability/Impact; serves as a key resource for HAIN’s Impact team.
- Executive oversight experience as Kellogg Global Executive Management Team member; governance experience across multiple public boards.
- Recognitions: NACD Directorship 100 (2023); BoardProspects (2024).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 170,992 | 68,518 direct; 83,000 via the Clesteen A. Clark Trust; 19,474 RSUs vesting within 60 days. |
| % of shares outstanding | ~0.19% | 170,992 / 90,292,752 shares outstanding as of Sep 2, 2025. |
| Vested vs unvested | Unvested RSUs: 19,474 | Scheduled vest Oct 30, 2025. |
| Pledged/Hedged | None permitted | Strict no-pledging/no-hedging policy for directors. |
| Ownership guideline | 5× annual cash retainer | Directors must hold ≥5× retainer; all directors currently in compliance. |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; strong attendance culture (≥90% with 98% average); robust shareholder engagement; strict anti-pledging/hedging and clawback policies; equity-heavy director pay fosters alignment; comprehensive ESG/Impact oversight at committee level.
- Compensation oversight: As a Compensation Committee member, she operates under an independent consultant model (ClearBridge), with independence affirmed; compensation practices include double-trigger CIC for RSUs/PSUs and no tax gross-ups.
- Red flags/monitor items: Board network interlock at Prestige Consumer Healthcare with HAIN Board Chair (governance optics; not a related-party transaction). Multiple large-cap board commitments warrant ongoing time-commitment monitoring, though HAIN attendance data indicates engagement. No related-party transactions disclosed; hedging/pledging prohibited.
- Shareholder signals: 2024 Say-on-Pay approval at 89% supports compensation/governance credibility; FY2025 AIP paid 0% due to underperformance, demonstrating pay-for-performance rigor (executive program context).
Related-Party Transactions: None disclosable since the start of FY2025; Audit Committee approves any such items per policy.