Michael B. Sims
HAIN CELESTIAL GROUPAbout Michael B. Sims
Independent director since 2019 (age 66); currently Audit Committee Chair and member of the Compensation and Strategy Committees. Former EVP & CFO of TruGreen (2019–2023), SVP, CFO & Treasurer at AdvancePierre Foods (2012–2017), and SVP & CFO at Chiquita Brands (2009–2012); earlier roles at Arthur Young (Ernst & Young LLP). Designated an “audit committee financial expert” and determined independent under Nasdaq rules; Board average attendance was 98% in FY2025 and all nominees attended at least 90% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TruGreen | EVP & CFO; Senior Advisor post-retirement | Feb 2019–Feb 2023; Senior Advisor since retirement | Led finance & supply chain to drive sustainable revenue/EBITDA growth |
| AdvancePierre Foods Holdings, Inc. | SVP, CFO & Treasurer | 2012–2017 | Executed growth-driven, margin-expansion strategy; Tyson acquired company in 2017 |
| Chiquita Brands International Inc. | SVP & CFO; multiple prior roles | 1988–2012; CFO 2009–2012 | Built expertise in global financial operations, FP&A, IR, capital markets |
| Arthur Young & Company (Ernst & Young LLP) | Various positions | — | Early career foundation in accounting/audit |
External Roles
| Organization | Type | Role | Start |
|---|---|---|---|
| Mission Produce, Inc. | Public | Director | May 2025 |
| Winland Foods, Inc. | Private | Director | Apr 2023 |
Board Governance
- Committee assignments: Audit (Chair), Compensation, Strategy; Strategy Committee reconstituted Aug 2025 to review portfolio and strategic options .
- Audit Committee: Sims chairs; members are Neil Campbell and Carlyn R. Taylor; Sims and Taylor designated “audit committee financial experts” .
- Audit Committee activity: 9 meetings in FY2025; Sims signed the Audit Committee Report (oversight of financial reporting, auditor independence) .
- Compensation Committee: 5 meetings in FY2025; uses independent consultant ClearBridge, with no conflicts per independence assessment .
- Nominating & Governance: 5 meetings in FY2025; oversees director composition and Impact strategy .
- Independence: Sims is among 6 of 7 independent nominees; Board held 12 meetings in FY2025; all nominees attended ≥90% with 98% average .
Fixed Compensation
Non-Employee Director Program (2024 Annual Meeting → 2025 Annual Meeting):
| Component | Amount (USD) |
|---|---|
| Annual base retainer | $53,000 |
| Chair of the Board fee | $100,000 |
| Audit Chair fee | $20,000 |
| Compensation or Nominating Chair fee | $15,000 |
| Non-Chair committee member fee | $5,000 |
| Annual base RSU grant | $170,000 |
| Strategy Committee fees (added Aug 2025; prorated) | Chair $20,000; member $5,000 |
FY2025 Director Compensation (fiscal year ended Jun 30, 2025):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael B. Sims | 78,000 | 170,000 | 248,000 |
| Outstanding director RSUs at 6/30/2025 | 19,474 (scheduled to vest Oct 30, 2025) |
- Director Stock Ownership Guidelines: minimum 5× annual cash retainer; all directors currently in compliance .
- Hedging and pledging prohibited for directors; robust clawback policies in place .
Performance Compensation
Directors receive time-vested RSUs (no performance metrics). Sims, as Compensation Committee member, oversees executive pay metrics:
2025 Annual Incentive Plan (AIP) metrics and goals (Company-wide):
| Metric | Baseline FY2024 | Threshold (50% payout) | Target (100%) | Maximum (150%) |
|---|---|---|---|---|
| Adjusted EBITDA ($) | 154.5M | 148.1M | 164.6M | 181.1M |
| Organic Net Sales ($) | 1,544.6M | 1,555.8M | 1,637.7M | 1,719.6M |
2025–2027 LTIP PSU metrics (payout 0–150% of target):
| Metric | Threshold | Target | Maximum | Payout at Levels |
|---|---|---|---|---|
| Relative TSR vs S&P Food & Beverage Select Industry Index | 30th percentile | 51st percentile | ≥75th percentile | 50% / 100% / 150% |
| Adjusted EBITDA Margin | 10.0% | 11.0% | 12.1% | 50% / 100% / 150% |
| Unlevered Free Cash Flow (aggregate FY2025–FY2027) | $385M | $426M | $468M | 50% / 100% / 150% |
- FY2025 AIP payout was 0% for NEOs (both measures below threshold), demonstrating pay-for-performance alignment .
- PSUs under 2022–2024 and 2023–2025 LTIPs paid 0% based on three-year performance shortfalls .
Other Directorships & Interlocks
| External Board | Role | Potential Interlock/Conflict |
|---|---|---|
| Mission Produce, Inc. | Director since May 2025 | No HAIN-related transactions disclosed; Audit Committee reviews/approves all related-party transactions |
- Related party transactions: None disclosable since the beginning of FY2025; policy requires Audit Committee approval; directors recuse from approvals where related .
- Director load policy: independent directors generally may not hold >3 other public company directorships without N&G Committee approval; Sims currently holds one public board (within policy) .
- Compensation consultant independence: ClearBridge engaged; no conflicts per assessment .
Expertise & Qualifications
- Financial/accounting depth; designated audit committee financial expert under SEC rules .
- Extensive food/consumer industry experience and M&A/strategy background (CFO roles; transactions at multiple companies) .
- Risk oversight via Audit Committee (financial reporting, cybersecurity, compliance) .
Equity Ownership
| Holder | Shares | RSUs included (vesting ≤60 days) | % of Common Stock Outstanding |
|---|---|---|---|
| Michael B. Sims | 300,755 (281,281 outright) | 19,474 | <1% (outstanding shares: 90,292,752) |
- Insider trading restrictions: No hedging/pledging/margin purchases; Insider Trading Policy on-file .
- Director stock ownership compliance: All directors in compliance with guidelines .
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; active committee engagement (Audit, Compensation, Strategy) and strong Board attendance; signed Audit Committee Report affirming financial oversight . Robust governance policies (clawbacks; no hedging/pledging; ownership guidelines) support alignment .
- Pay-for-performance signal: 0% AIP payout in FY2025 and 0% PSU payouts for recent three-year programs, indicating disciplined compensation outcomes when targets are missed .
- Shareholder sentiment: Say-on-pay approval 89% at 2024 Annual Meeting (October 2024), suggesting broad support for compensation design .
- Conflicts: No disclosable related-party transactions in FY2025; external public board (Mission Produce) disclosed with no identified HAIN transactions; policy framework mitigates related-party and director overboarding risks .
- Consideration: Concurrent service on Audit and Compensation Committees centralizes oversight but is balanced by independent composition and use of an independent consultant .