Dawn Zier

About Dawn Zier

Independent Chair of the Board at The Hain Celestial Group, Inc. since November 2022; director since September 2017; age 60. Background includes President & CEO of Nutrisystem (2012–Mar 2019), integration leadership at Tivity Health as President/COO (2019), and senior executive roles at Reader’s Digest Association (2005–2012). Education: MBA and Master of Engineering from MIT; Harvard Business School Corporate Director Certification (2020); MIT Sloan certificate “Artificial Intelligence: Implications for Business Strategy” (2025). Recognitions: NACD Director100 (2022) and Directors & Boards “Director to Watch” (2025). Since February 2020, principal at Aurora Business Consulting, advising on transformation, digital acceleration, leadership, and high-performance teams .

Past Roles

External Roles

Board Governance

• Independence: Hain’s Board determined Dawn Zier is independent under Nasdaq rules; six of seven nominees are independent; only Interim CEO Alison Lewis is non-independent .
• Board leadership: Roles of Chair and CEO separated since 2018; Zier serves as independent Chair. Responsibilities include calling meetings, setting agendas, chairing Board and executive sessions, and engaging with stockholders .
• Committees: As Chair, Zier “contributes to all committees but does not formally serve as a member.” Committee chairs and compositions: Audit (Chair: Michael B. Sims), Compensation (Chair: Shervin J. Korangy), Nominating & Governance (Chair: Celeste A. Clark), Strategy (reconstituted Aug 2025; Chair: Carlyn R. Taylor) .
• Attendance: FY2025 Board held 12 meetings; all director nominees who served in FY2025 attended at least 90% of aggregate Board/committee meetings; average attendance 98%. All eight directors nominated at the Oct 31, 2024 annual meeting attended it .
• Executive sessions: Independent directors meet in executive session regularly; Zier presides .
• Governance practices: No hedging/pledging by directors; annual self-evaluations; majority director pay in RSUs; robust clawback policies; proxy access; majority voting; stockholder rights allow written consent/special meeting .

Fixed Compensation

Director compensation framework (unchanged for period from Oct 31, 2024 to Oct 30, 2025):

RSU outstanding at FY2025 year-end:

Plan limit for non-employee director aggregate compensation (cash + equity grant-date value) under the LTIP: $700,000 per fiscal year .

Performance Compensation

While director equity grants are time-based RSUs (no performance metrics), Hain’s executive compensation outcomes and metrics indicate a pay-for-performance posture that the Board (led by Zier) oversees:

Clawbacks and risk controls:

• Mandatory, Dodd-Frank/Rule 10D-1/Nasdaq-compliant clawback for restatements; pre-2019 policy also permits reimbursement regardless of misconduct involvement .
• No hedging/derivatives; no margin purchases/loans; no pledging by directors/officers/employees .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership and operational expertise across consumer products, marketing/brand building, and ecommerce/digital transformation .
• Financial acumen, M&A/strategy experience, and governance knowledge; Harvard director certification; MIT engineering/MBA; AI strategy certificate (2025) .
• Board leadership experience, including chairing committees (Compensation; prior Nominating/Governance and Special Committees at other boards) .

Equity Ownership

• Director stock ownership guideline: minimum holdings equal to 5x annual cash retainer; all directors currently in compliance .
• Policy prohibits pledging and hedging of Company stock by directors .

Governance Assessment

• Strengths

  • Independent Chair with strong consumer, digital, and M&A background; leads executive sessions and investor engagement, enhancing board oversight quality .
  • High attendance culture (avg 98%); separated Chair/CEO roles; majority-independent Board; rigorous governance practices and stockholder rights (proxy access, majority voting) .
  • Director pay framework emphasizes equity alignment (RSUs), with clear limits and transparent fees; Zier’s 2025 pay mix is balanced with majority in equity, aligning interests .
  • Clear pay-for-performance signals: AIP and LTIP paid 0% when thresholds missed; 2024 Say-on-Pay received 89% support, indicating investor confidence in compensation oversight .

• Watch items / potential red flags

  • Equity plan dilution: If LTIP amendment approved, total potential dilution increases to ~14.44% from 11.12%, which some investors may monitor closely as it pertains to future director/equity grants .
  • Strategy Committee reconstitution (Aug 2025) suggests active portfolio review; while not a red flag, investors may seek clarity on Board’s strategic direction and oversight outcomes led by committee chairs with Zier contributing across committees .
  • External commitments: Zier serves on Prestige’s board (Comp chair); Hain’s guideline generally limits independent directors to ≤3 public boards absent committee approval—no overboarding indicated here; policy mitigates risk .

• Conflicts/Related parties

  • Audit Committee policy requires approval for any related-party transactions; none disclosable since start of FY2025. Insider Trading Policy bars hedging/pledging; no loans or related-party exposures disclosed related to Zier .

• Compensation committee independence and consultant

  • Compensation Committee comprised solely of independent directors; engages ClearBridge as independent consultant with no conflicts. Zier is not a member of Compensation Committee, limiting interlock concerns .

Implication: Zier’s governance profile—independent Chair, strong attendance, and equity-aligned director pay—supports investor confidence. Ongoing strategic portfolio review and equity plan dilution warrant monitoring, but current disclosures show robust controls (clawbacks, no hedging/pledging, related-party oversight) and strong say-on-pay support .