Kristy M. Meringolo
HAIN CELESTIAL GROUPAbout Kristy M. Meringolo
Kristy M. Meringolo is Chief Legal and Corporate Affairs Officer and Corporate Secretary at The Hain Celestial Group, Inc. (age 44). She has led Hain’s Legal Department since April 2018, became Corporate Secretary in May 2019, and has held her current title since February 2023; she previously held senior legal roles at Hain from April 2017 and earlier at Avon Products, Inc. and DLA Piper LLP (US). As executive sponsor for Hain’s Impact program, she bridges governance and sustainability. In FY2025, company performance (used in incentive plans she is subject to) included organic net sales of $1,443.6 million and adjusted EBITDA of $113.8 million, with no annual incentive payouts due to results below threshold; the three-year PSU programs for 2022–2024 and 2023–2025 also paid 0% based on TSR outcomes below threshold, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Hain Celestial Group, Inc. | Chief Legal & Corporate Affairs Officer, Corporate Secretary | Feb 2023–present | Oversees all legal and corporate affairs; executive sponsor of Impact program . |
| The Hain Celestial Group, Inc. | EVP/General Counsel/Corporate Secretary/Chief Compliance Officer | Aug 2021–Feb 2023 | Led legal/compliance; enhanced governance infrastructure . |
| The Hain Celestial Group, Inc. | SVP/General Counsel/Corporate Secretary/Chief Compliance Officer | May 2019–Aug 2021 | Expanded legal/compliance scope; assumed Corporate Secretary role . |
| The Hain Celestial Group, Inc. | SVP/General Counsel/Chief Compliance Officer | Apr 2018–May 2019 | Head of Legal Department; compliance leadership . |
| The Hain Celestial Group, Inc. | SVP/Senior Litigation Counsel/Chief Compliance Officer | Apr 2017–Apr 2018 | Litigation oversight; compliance program development . |
| Avon Products, Inc. | Vice President, Associate General Counsel (Litigation, Marketing, IP) | 2011–Apr 2017 | Led litigation and investigations; advised Ethics & Compliance . |
| DLA Piper LLP (US) | Attorney | Prior to 2011 | Litigation practice; corporate compliance advisory . |
External Roles
No public-company directorships or committee roles disclosed for Ms. Meringolo .
Fixed Compensation
| Metric (USD unless noted) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $490,156 | $493,954 | $511,421 |
| FY-end Base Salary Rate | — | — | $514,432 (after 3.5% merit increase from $497,036) |
| Target Bonus % of Salary (AIP) | — | — | 60% |
| AIP Actual Paid | $202,361 | $0 | $0 (company paid 0% under AIP) |
Notes:
- FY2025 merit increase: +3.5% recognizing contributions and market alignment .
- AIP for FY2025 paid 0% company-wide due to performance below threshold on both metrics .
Performance Compensation
Annual Incentive Plan (AIP) – FY2025 Design and Outcome
| Component | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $148.1mm | $164.6mm | $181.1mm | $113.8mm | 0% of target |
| Organic Net Sales | 50% | $1,555.8mm | $1,637.7mm | $1,719.6mm | $1,443.6mm | 0% of target |
- Individual modifier applies only if at least one measure meets threshold; no payouts for NEOs in FY2025 .
Long-Term Incentive Program (LTIP) – 2025–2027 Grants and Metrics
| Grant (10/28/2024) | Award Type | Target Units | Vesting/Performance | Threshold | Target | Max | Payout Curve |
|---|---|---|---|---|---|---|---|
| RSUs | Time-vested | 40,538 | 1/3 each Oct 28, 2025/2026/2027; double-trigger acceleration on CIC with termination | — | — | — | n/a |
| PSUs – Relative TSR | Performance | 16,215 | 10/29/2024–10/28/2027 vs. S&P F&B Select Industry Index | 30th percentile | 51st percentile | ≥75th percentile | 50%→150% of target |
| PSUs – Adjusted EBITDA Margin | Performance | 16,215 | FY2027 margin | 10.0% | 11.0% | 12.1% | 50%→150% of target |
| PSUs – Unlevered FCF | Performance | 8,108 | FY2025–FY2027 aggregate FCF | $385mm | $426mm | $468mm | 50%→150% of target |
- PSU acceleration requires performance measurement through termination/CIC; if threshold not achieved, PSUs do not vest .
FY2025 Equity Grant Values (Grant-date fair value)
| Component | Fair Value |
|---|---|
| RSUs (40,538) | $358,761 |
| PSUs – Relative TSR (target 16,215) | $160,366 |
| PSUs – Adjusted EBITDA Margin (target 16,215) | $143,503 |
| PSUs – Unlevered FCF (target 8,108) | $71,756 |
Historical PSU Outcomes
- 2022–2024 LTIP PSUs: 0% payout; thresholds not met .
- 2023–2025 LTIP PSUs: 0% payout; thresholds not met .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 102,998 shares (74,432 outright; 28,566 RSUs vesting within 60 days included per SEC rules) . |
| Ownership Guidelines (Executives) | 3× annual base salary; 5-year compliance period; retention requirement of ≥75% of shares from awards after two years; all executives currently in compliance . |
| Hedging/Pledging | Prohibited for directors, executive officers, and employees; no margin purchases, borrowing against, or short sales of Company stock . |
| Outstanding Awards at 6/30/2025 | RSUs: 5,345 (2023–2025 tranche completed) and 19,418 (2024–2026) and 40,538 (2025–2027); PSUs (threshold counts): 10,743 (2023–2025 rel. TSR), 5,292 (2023–2025 abs. TSR), 19,418 (2024–2026 rel. TSR), 9,709 (2024–2026 abs. TSR), 16,215 (2025–2027 rel. TSR), 16,215 (2025–2027 EBITDA margin), 8,108 (2025–2027 FCF) . |
Selected vesting dates and supply overhang:
- RSUs from 2025–2027 LTIP vest one-third annually on Oct 28, 2025/2026/2027 (potential selling pressure around vest dates) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (without Cause) | 1× base salary + 1× target annual bonus; paid over 12 months; requires release and compliance with post-employment covenants . |
| Change-in-Control (CIC) Agreement | If terminated without Cause or for Good Reason within 12 months post-CIC: 2× base salary + 2× target annual bonus; paid over 24 months; release/confidentiality/non-disparagement and continued compliance required . |
| Equity Treatment on CIC/Termination | RSUs: double-trigger acceleration upon termination without Cause within 12 months post-CIC; PSUs: measure performance through date; if threshold met, vest per rules (death/disability prorated; CIC termination vests 100% of units earned based on performance) . |
| Clawbacks | Dodd-Frank/Nasdaq 10D-1 compliant mandatory recoupment for accounting restatements; legacy 2019 policy allows discretionary reimbursement/forfeiture after restatement . |
| Non-Compete/Restrictive Covenants | Company may require non-compete and other covenants via award agreements; severance/CIC agreements reference continuing obligations (confidentiality, non-solicitation/non-disparagement) . |
| Tax Gross-ups | None (no excise tax reimbursements) . |
| Pledging/Hedging | Strict prohibitions as noted above . |
Multi-year Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $490,156 | $493,954 | $511,421 |
| Bonus | $0 | $0 | $0 |
| Stock Awards | $709,133 | $742,933 | $734,386 |
| Non-Equity Incentive (AIP) | $202,361 | $0 | $0 |
| All Other Compensation | $9,269 | $10,044 | $10,544 |
| Total | $1,410,919 | $1,246,931 | $1,256,351 |
Compensation Structure Analysis
- Mix and risk: For non-CEO NEOs employed at FY-end (including Ms. Meringolo), 69% of target annual compensation was “at-risk” in FY2025, evidencing alignment with performance .
- Program integrity: No guaranteed cash incentives or single-trigger CIC vesting; no hedging/pledging; clawbacks in place; no pension/SERP for U.S.-based NEOs; PSU maximums reduced to 150% to moderate risk taking .
- Outcomes vs. targets: FY2025 AIP paid 0% due to adjusted EBITDA and organic net sales below threshold; PSUs for 2022–2024 and 2023–2025 paid 0%, reinforcing pay-for-performance calibration .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay support: 89% of votes cast approved NEO compensation; ongoing engagement noted with institutional shareholders .
Compensation Peer Group (FY2025 benchmarking)
- Peer set used for pay positioning and design: B&G Foods; BellRing Brands; Edgewell Personal Care; Flowers Foods; J&J Snack Foods; The Marzetti Company; Post Holdings; Simply Good Foods; TreeHouse Foods; Utz Brands .
Equity Ownership & Beneficial Holders (context)
- All current directors/executive officers as a group beneficially owned ~1.71% (1,539,774 shares); major institutional holders include BlackRock (7.37%) and Vanguard (7.19%) .
Performance & Track Record
- FY2025 company metrics relevant to incentives: organic net sales $1,443.6 million; adjusted EBITDA $113.8 million .
- Pay vs. performance disclosures highlight CAP relationships to TSR and adjusted EBITDA over 2021–2025; FY2025 CAP for non-CEO NEOs averaged $410,707 alongside adjusted EBITDA of $113.8 million and cumulative Company TSR value of $4.82 on an initial $100 investment from 6/30/2020 .
Risk Indicators & Red Flags
- No hedging/pledging of company stock permitted; no excise-tax gross-ups; double-trigger equity vesting; robust clawback policies; related party transaction review policy with no disclosable related party transactions in FY2025 .
- FY2025 included legal and SEC investigation-related expenses in non-GAAP adjustments to reconcile net loss to adjusted EBITDA, signaling governance/legal oversight significance for the CLO role .
Equity Ownership & Alignment (Detailed Table)
| Category | Data |
|---|---|
| Shares owned outright | 74,432 |
| RSUs included (vesting within 60 days) | 28,566 |
| Total beneficial ownership | 102,998 |
| Stock ownership guideline | 3× base salary; compliance confirmed across executives |
| Insider policy | No hedging/pledging; no margin/short sales |
Employment Terms (Severance & CIC Economics — Detailed)
| Scenario | Cash Severance | Equity Treatment |
|---|---|---|
| Termination without Cause | 1× base salary + 1× target bonus; paid over 12 months | RSUs: standard vesting; PSUs: if applicable, performance measured through date; vest only if threshold met . |
| CIC + termination (Good Reason/without Cause within 12 months) | 2× base salary + 2× target bonus; paid over 24 months | RSUs: double-trigger acceleration ; PSUs: 100% of units earned based on measured performance vest . |
Investment Implications
- Pay-for-performance alignment is strong: zero AIP and PSU payouts in weak years, reduced PSU max (150%), double-trigger CIC, strict anti-hedging/pledging, and active clawbacks mitigate misalignment risk and insider selling optics; RSU vesting cadence (Oct 28 annually) is the primary predictable supply overhang to monitor for potential short-term pressure .
- Retention risk appears moderated by balanced cash severance and meaningful ongoing LTIP exposure with multivariate PSU metrics (TSR, EBITDA margin, FCF), but underperformance will continue to translate to realized pay compression (a positive governance signal for shareholders) .
- Governance/Legal oversight is robust (no tax gross-ups, no pledging, active RPT review, clawbacks), with Ms. Meringolo’s role spanning legal, compliance, and Impact, suggesting continuity benefits in risk management and sustainability disclosures; watch FY2027 PSU targets for operational progress on margin and cash conversion .