Lee A. Boyce
HAIN CELESTIAL GROUPAbout Lee A. Boyce
Lee A. Boyce is Chief Financial Officer of The Hain Celestial Group, Inc., serving since September 5, 2023. He is a CPA, CMA, and CGMA with more than 30 years of finance leadership across food and hospitality, including CFO roles at Hearthside Food Solutions, WernerCo, and American Hotel Register, and prior senior finance roles at Mondelēz/Kraft Heinz; he began his career at Ernst & Young. He holds an MBA from the University of Illinois at Chicago and a BA (Hons) from the University of Kent. In FY2025 Hain reported Organic Net Sales of $1,443.6 million and Adjusted EBITDA of $113.8 million, down from FY2024 Net Sales of $1,736.3 million and Adjusted EBITDA of $154.5 million; the company paid 0% under the FY2024 and FY2025 AIP and reported no vesting of PSUs for the 2022–2024 and 2023–2025 LTIPs, underscoring a tight pay‑for‑performance link.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hearthside Food Solutions LLC | Chief Financial Officer | Sep 2021 – Sep 2023 | Led finance, global systems, procurement, and legal; enterprise transformation focus |
| WernerCo | CFO, Executive Vice President | Jan 2019 – Aug 2021 | Oversaw finance and IT; operating efficiency and systems leadership |
| American Hotel Register Company | CFO, Senior Vice President | 2015 – Jan 2019 | Led finance, strategy, analytics, sales operations, and IT |
| Mondelēz International / Kraft Heinz | Finance leadership; CFO, VP Finance – Beverages | 1995 – 2015 (CFO Beverages 2013–2015) | Commercial, strategy, supply chain, transformation; P&L finance leadership |
| Ernst & Young | Senior Auditor and Management Consultant | Early career | External audit and advisory foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Kent in America Alumni Association | Board member | Not disclosed | Service on alumni association board |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 558,000 (rate at year-end) | 577,530 (3.5% increase) |
| Target Bonus (% of Base) | 85% (prorated for FY2024 commencement) | 80% |
| Actual AIP Bonus Paid ($) | 0 (AIP payout 0%) | 0 (AIP payout 0%) |
| One-time Signing Bonus ($) | 196,000 (make-whole) | — |
Performance Compensation
Annual Incentive Plan (AIP) – FY2025 (NEO targets; Boyce at 80% of base)
| Metric | Weight | 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:
- Boyce’s FY2025 AIP target opportunity: 80% of base salary ($462,024 target; $924,048 max); company payout 0% .
Annual Incentive Plan (AIP) – FY2024 (for context)
| Metric | Weight | Threshold | Target | Maximum | AIP-Adjusted Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 50% | 150.0m | 166.7m | 183.3m | 138.9m (AIP basis) | 0% |
| Net Sales ($) | 50% | 1,778.5m | 1,872.1m | 1,965.8m | 1,748.1m (AIP basis) | 0% |
Long-Term Incentive Program (LTIP) – Award Structure and Grants to Boyce
Award mix and metrics
- FY2024–2026 LTIP: 50% time‑vested RSUs (1/3 per year), 50% PSUs (2/3 relative TSR vs S&P Food & Beverage Select Industry Index; 1/3 absolute TSR), 0–200% payout; performance period 10/26/2023–10/25/2026 .
- FY2025–2027 LTIP: 50% RSUs (1/3 per year), 50% PSUs split 40% relative TSR, 40% Adjusted EBITDA margin, 20% unlevered free cash flow; 0–150% payout; performance windows defined (TSR: 10/29/2024–10/28/2027; EBITDA Margin: FY2027; FCF: FY2025–FY2027) .
Grants to Boyce
| LTIP Cycle | Grant Date | RSUs (#) | PSUs (Relative TSR) Target (#) | PSUs (Abs TSR or EBITDA Margin) Target (#) | PSUs (Unlevered FCF) Target (#) |
|---|---|---|---|---|---|
| 2024–2026 | 10/25/2023 | 48,544 | 32,363 | 16,182 (Absolute TSR) | — |
| 2025–2027 | 10/28/2024 | 63,702 | 25,481 | 25,481 (Adj. EBITDA Margin) | 12,741 |
Vesting and recent outcomes
- RSU vesting: 1/3 annually (2024 grants vest 10/25/2024, 2025, 2026; 2025 grants vest 10/28/2025, 2026, 2027) .
- PSU outcomes: No PSUs vested under the 2022–2024 and 2023–2025 LTIPs (below threshold on TSR metrics) .
- FY2025 PSU goal ranges (payout 50%/100%/150% at threshold/target/max): Relative TSR 30th/51st/75th percentile; Adjusted EBITDA margin 10.0%/11.0%/12.1%; Unlevered FCF $385m/$426m/$468m (over the stated periods) .
Equity Ownership & Alignment
Beneficial Ownership and Near‑Term Vesting
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Lee A. Boyce | 61,590 (<1%) | Includes 24,175 shares held outright and 37,415 RSUs scheduled to vest within 60 days (as of Sep 2, 2025) |
- Outstanding Boyce equity at FY2025 year-end (SEC “threshold” counts shown for PSUs): RSUs unvested 32,363 (2024 LTIP) and 63,702 (2025 LTIP); PSUs unearned (threshold counts) 32,363 (2024 Rel TSR), 16,182 (2024 Abs TSR), and 25,481 (2025 Rel TSR), 25,481 (2025 EBITDA Margin), 12,741 (2025 Unlevered FCF) . The closing price at 6/30/2025 was $1.52 per share (valuation basis for the table in the proxy), indicating depressed mark‑to‑market equity value at that date .
Alignment Policies and Pledging
- Executive stock ownership guidelines: 3x base salary for executive officers; compliance currently in good standing .
- Hedging and pledging: Strict prohibitions on hedging and pledging; no tax gross‑ups; robust clawback policy (legacy 2019 policy and Dodd‑Frank compliant policy effective October 2023) .
Employment Terms
| Term | Details |
|---|---|
| Start Date and Role | Appointed EVP & CFO effective September 5, 2023 |
| Base and Bonus Targets at Hire | Base salary $558,000; AIP target 85% of base (FY2024 prorated). One‑time $196,000 make‑whole cash sign‑on (12‑month clawback for voluntary/for‑cause separation) |
| FY2025 Base and AIP | Base $577,530 (3.5% increase); AIP target 80% of base |
| Severance (No CIC) | If terminated without Cause: cash severance equal to 1x base salary + 1x target bonus, paid over 12 months; estimated $1,039,554 at 6/30/2025 |
| CIC Double‑Trigger | If terminated without Cause or for Good Reason within 12 months post‑CIC: 2x base + 2x target bonus, paid over 24 months; estimated $2,079,108 at 6/30/2025 |
| Equity Treatment on Separation | RSUs: accelerated vesting on death/disability; double‑trigger acceleration on termination without Cause within 12 months post‑CIC |
| PSUs on Separation | Vesting only if threshold performance goals are met through the date of termination/CIC; pro‑ration for death/disability; full earned amount for qualifying CIC terminations |
| Non‑compete/Other Covenants | Continuing obligations under Company agreements (confidentiality, assignment of inventions, non‑compete, non‑solicit, non‑interference, non‑disparagement) referenced in severance/CIC terms |
Performance & Track Record (Company context under Boyce’s tenure)
- FY2024 results (AIP basis) missed threshold for both Adjusted EBITDA and Net Sales; AIP paid 0% to NEOs .
- FY2025 results missed threshold for both Adjusted EBITDA and Organic Net Sales; AIP paid 0% to NEOs .
- PSU outcomes: No vesting in the 2022–2024 and 2023–2025 cycles, reflecting under‑target performance versus TSR metrics .
Compensation Committee & Governance Context
- Compensation Committee members (FY2025): Celeste A. Clark, Shervin J. Korangy (Chair), Michael B. Sims; independent, with ClearBridge as independent consultant; stockholder Say‑on‑Pay support 89% in 2024 .
- Benchmarking aims around 50th percentile of a defined peer set (e.g., B&G Foods, BellRing Brands, Flowers Foods, Post, Simply Good Foods, TreeHouse, Utz) .
Risk Indicators & Red Flags
- Repricing/underwater options: Company does not grant options; no option repricing indicated .
- Hedging/pledging: Prohibited for insiders (reduces alignment risk) .
- Clawbacks: Robust policies (2019 policy + Dodd‑Frank compliant 2023 policy) .
- AIP/PSU outcomes: Consecutive 0% AIP payouts and two LTIP PSU cycles with 0% vesting (signals alignment but also performance headwinds) .
Equity Ownership & Vesting Schedules (detail)
| Category | Detail |
|---|---|
| Near‑term vesting (within ~60 days as of 9/2/2025) | 37,415 RSUs scheduled to vest (included in beneficial ownership table) |
| RSUs outstanding (FY2025 YE) | 32,363 (2024 LTIP RSUs) and 63,702 (2025 LTIP RSUs) unvested (1/3 annual vesting) |
| PSUs outstanding (FY2025 YE; SEC “threshold” counts) | 32,363 (2024 Rel TSR), 16,182 (2024 Abs TSR); 25,481 (2025 Rel TSR), 25,481 (2025 EBITDA Margin), 12,741 (2025 Unlevered FCF) |
Compensation Structure Analysis
- Cash vs equity mix: Majority at‑risk; zero AIP payouts in FY2024 and FY2025 demonstrate downside alignment .
- Shift in LTIP design: Expanded performance metrics in 2025–2027 (adding Adjusted EBITDA margin and Unlevered FCF) while reducing PSU max payout from 200% to 150%—tightens pay‑for‑performance and aligns with turnaround focus on profitability and cash generation .
- Guaranteed comp: No guaranteed AIP; presence of 2024 make‑whole sign‑on (market practice for lateral CFO hires) .
- Ownership alignment: 3x salary guideline; hedging/pledging prohibited; compliance currently in good standing .
Investment Implications
- Compensation alignment is strict: back‑to‑back 0% AIP payouts and two PSU cycles with 0% vesting indicate real downside for management when performance lagged, reducing “pay without performance” risk and improving governance quality .
- Retention/near‑term supply: Boyce’s scheduled RSU vesting (~37k shares within ~60 days as of record date) is modest relative to float (≤0.1% of shares outstanding) but may create limited, date‑specific insider supply; monitor 10b5‑1/Forms 4 around late October vest dates .
- Turnaround metrics embedded: 2025–2027 PSUs add EBITDA margin and unlevered FCF targets, signaling focus on profitability and cash discipline; meeting these would drive higher incentive realizations and could be a positive signal if operational KPIs inflect .
- Downside protection limited in severance: 1x base+bonus (no CIC) and 2x (post‑CIC) are moderate; equity acceleration remains performance‑contingent for PSUs, preserving stockholder alignment .