Shervin J. Korangy
HAIN CELESTIAL GROUPAbout Shervin J. Korangy
Independent director of The Hain Celestial Group since 2017; age 50. Current roles include Chair of the Compensation Committee and member of the Nominating & Governance and Strategy Committees. He is President & CEO of BVI Medical (since 2019), previously CFO/Head of Strategy at BVI Medical (2017–2019), a senior executive at Novartis Group AG (2010–2017), co‑founder of Sight Sciences (2011), and a former Managing Director at The Blackstone Group (1996–2010) . Hain’s Board determined him independent; FY2025 Board held 12 meetings, with all nominees attending ≥90% and average attendance of 98% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BVI Medical, Inc. | President & Chief Executive Officer | May 2019–present | Global developer/manufacturer for ophthalmic surgery |
| BVI Medical, Inc. | Chief Financial Officer & Head of Strategy | Apr 2017–May 2019 | Corporate finance and strategy leadership |
| Novartis Group AG | Senior Executive; Global Head of Corporate Finance | 2010–Mar 2017 | International strategy, M&A, integrations, sales & marketing, general management |
| Sight Sciences, Inc. | Co‑Founder | 2011–present | Medical device company co‑founded by Korangy |
| The Blackstone Group | Managing Director | 1996–2010 | Restructuring & Reorganization advisory and Private Equity investing |
External Roles
| Organization | Role | Tenure | Committee Positions / Notes |
|---|---|---|---|
| Fresenius Medical Care AG & Co. KGaA | Director | Jul 2023–present | Public company directorship |
| Motus GI Holdings, Inc. | Director | Apr 2017–Jul 2023 | Public company directorship (past 5 yrs) |
| Wharton Undergraduate Executive Board | Board Member | Since 2024 | Governance advisory engagement |
| Wharton Leadership Advisory Board | Board Member | Since Jan 2019 | Leadership advisory engagement |
Board Governance
- Independence: Six of seven 2025 nominees are independent, including Korangy .
- Committee assignments:
- Compensation Committee (Chair); 5 meetings in FY2025; ClearBridge Compensation Group engaged as independent consultant; no conflicts identified .
- Nominating & Governance Committee (Member; Chair: Dr. Celeste Clark); 5 meetings in FY2025 .
- Strategy Committee (Member; Chair: Carlyn Taylor); reconstituted in Aug 2025 .
- Board leadership: Independent Chair (Dawn Zier); roles of Chair and CEO separated since 2018 .
- Attendance: FY2025 Board held 12 meetings; all nominees ≥90% attendance; average 98%; all eight directors attended the Oct 31, 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at regularly scheduled Board meetings .
- Stockholder rights and governance strengths include majority voting in uncontested elections, proxy access, no supermajority votes, and strict no‑pledging/no‑hedging policy for directors/executives .
Fixed Compensation
| Component (Non-Employee Director Program, 2024–2025 cycle) | Amount (USD) |
|---|---|
| Annual base retainer | $53,000 |
| Chair of the Board (additional) | $100,000 |
| Audit Committee Chair (additional) | $20,000 |
| Compensation or Nominating & Governance Chair (additional) | $15,000 |
| Non‑Chair committee member (additional) | $5,000 |
| Strategy Committee Chair (additional; prorated post Aug 2025) | $20,000 |
| Strategy Committee member (additional; prorated post Aug 2025) | $5,000 |
| FY2025 Actual (Korangy) | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $75,500 |
| Total cash | $75,500 |
Notes:
- Committee cash fees are paid quarterly; timing may not precisely match annual rates .
- Strategy Committee fees were added on reconstitution in Aug 2025 and prorated .
Performance Compensation
| Equity Component | Grant/Units | Vesting | Fair Value (USD) |
|---|---|---|---|
| Annual base RSU award (non‑employee directors) | Standard program | Annual service cycle | $170,000 per director |
| FY2025 Stock Awards (Korangy) | RSUs | Scheduled to vest Oct 30, 2025 | $170,000 |
| Outstanding RSUs (Korangy, as of Jun 30, 2025) | 19,474 shares | Scheduled to vest Oct 30, 2025 | See RSU count |
- Director equity awards are time‑vested RSUs; there are no performance‑conditioned director awards or options disclosed. No performance metrics apply to director equity grants .
Other Directorships & Interlocks
| Company | Relationship to HAIN | Potential Interlock/Conflict Assessment |
|---|---|---|
| Fresenius Medical Care AG & Co. KGaA (Dialysis provider) | Healthcare services; unrelated to Hain’s food & beverage | No supplier/customer linkage disclosed; no related‑party transactions reported |
| Motus GI Holdings, Inc. (Past) | Medical device; unrelated | Past directorship; no link to Hain disclosed |
| Wharton Boards | Academic advisory | Non‑profit advisory roles; no conflict indicated |
- Hain policy limits independent directors to ≤3 other public company directorships absent committee approval; Korangy currently holds one public board seat (Fresenius), consistent with policy .
Expertise & Qualifications
- C‑suite leadership and general management; deep finance/strategy/M&A expertise; integration experience; consumer packaged goods exposure .
- Skills matrix indicates Board draws on directors’ executive leadership, financial/accounting, M&A/strategy, and other capabilities collectively .
Equity Ownership
| Holder | Direct Shares | Indirect (Trust) | RSUs counted (vest ≤60 days) | Total Beneficial Ownership |
|---|---|---|---|---|
| Shervin J. Korangy | 75,152 | 75,000 (Korangy Fam. Irr. Trust) | 19,474 | 169,626 |
| Shares Outstanding (as of Sep 2, 2025) | 90,292,752 | |||
| Ownership % (approx.) | ~0.19% (169,626 ÷ 90,292,752) |
- Director stock ownership guidelines: minimum of 5× annual cash retainer in HAIN common shares; all directors are currently in compliance .
- Hedging and pledging: strict prohibition on pledging/hedging by directors and executive officers; insider trading and clawback policies in place .
Governance Assessment
- Compensation oversight: As Chair of the Compensation Committee, Korangy leads CEO/NEO pay decisions, maintains clawback policies, and uses an independent consultant (ClearBridge) with no conflicts; committee met 5 times in FY2025 . Equity pay design emphasizes pay‑for‑performance for executives; no guarantees; no tax gross‑ups .
- Director pay mix and alignment: For FY2025, Korangy’s compensation was majority equity ($170k RSUs) vs. cash ($75.5k), aligning director incentives with shareholder value . Standard director program kept prior‑year levels, indicating pay stability .
- Attendance and engagement: Board held 12 meetings; directors maintained ≥90% attendance (98% average), supporting board effectiveness; independent executive sessions at regular meetings .
- Shareholder support: Say‑on‑Pay at the 2024 annual meeting passed with 89% approval; vote tally was 67,429,300 For vs. 8,415,229 Against (and 64,123 Abstain) .
- Conflicts and related‑party transactions: No disclosable related‑party transactions since the start of FY2025; Related Party Transaction Policy requires Audit Committee approval of any such matters .
- Risk and talent oversight: Nominating & Governance Committee (where Korangy is a member) oversees succession, culture, and Impact; Audit Committee and N&G delineate risk oversight responsibilities .
RED FLAGS
- None disclosed: no related‑party transactions; hedging/pledging prohibited; strong attendance; independent chair and separation of Chair/CEO roles .
Considerations
- Time commitments: Korangy is an active CEO (BVI Medical) and serves on one public board (Fresenius); Hain’s policy caps independent directors at ≤3 public boards without approval, and he is within that limit .
- Director equity is time‑based (RSUs); while appropriate for independence and alignment, it does not use explicit performance metrics for director equity, consistent with common practice .