Wolfgang Goldenitsch

About Wolfgang Goldenitsch

Wolfgang Goldenitsch, PhD, is President, International at The Hain Celestial Group and has led the Company’s international business since January 2019; he is 49 years old and is employed by an Austrian subsidiary of Hain . Prior roles include CEO of Hain Europe (Oct 2017–Jan 2019) and Head of Grocery & Non‑Dairy Operations, Europe (Jul 2015–Oct 2017); prior to Hain, he served as CEO and Managing Director at Mona Group and as Managing Director at SENNA Nahrungsmittel GmbH & Co KG . Hain’s FY2025 performance missed AIP thresholds (adjusted EBITDA $113.8m; organic net sales $1,443.6m), resulting in 0% annual incentive payouts, and no PSUs vested under the 2022–2024 or 2023–2025 LTIPs, reinforcing pay-for-performance alignment .

Past Roles

External Roles

Fixed Compensation

• FY2025 base salary rate: €461,379 after a 3.0% increase (from €447,941) .
• Target annual bonus: 70% of base; Maximum 140% of base; FY2025 AIP payout: 0% (no threshold met) .
• FY2025 perquisites: Pension & accident insurance $50,616; Company-provided car $10,969; Home internet $398 .
• Defined contribution pension insurance company payments: €45,583 (or $49,604) in FY2025 .

Performance Compensation

Annual Incentive Plan (AIP) – FY2025

• AIP target opportunity for Goldenitsch: €322,965 (70% of base); Max €645,931 (140%) .
• Company-level performance did not meet threshold on either metric; no FY2025 AIP payout .

Long-Term Incentive Program (LTIP) – 2025–2027 Design

• RSUs vest one-third annually on Oct 28, 2025, 2026, 2027; RSUs provide double-trigger CIC vesting (termination without cause within 12 months post‑CIC) .
• No PSUs vested under the prior 2022–2024 and 2023–2025 programs (relative and absolute TSR PSUs) .

FY2025 Plan-Based Equity Awards (granted Oct 28, 2024)

Equity Ownership & Alignment

Outstanding equity awards (as of 6/30/2025):

FY2025 vesting realized:

Employment Terms

• Agreements provide severance of 1x base salary plus 1x target annual bonus for termination without cause; CIC agreements provide 2x multiples, subject to release and ongoing compliance with confidentiality, non‑competition, non‑solicitation, non‑interference and non‑disparagement obligations .
• Definitions of Cause/Good Reason/CIC align with market norms; no excise tax gross-ups; equity awards use double-trigger vesting for CIC .

Investment Implications

• Pay-for-performance alignment: FY2025 AIP paid 0% (both metrics below threshold); prior LTIPs (2022–2024, 2023–2025) had 0% PSU vesting, indicating disciplined incentives tied to TSR and financial outcomes .
• Retention vs. dilution: RSUs vest annually each Oct 28 through 2027, providing retention value and creating potential supply; disposal is constrained by a 3x salary ownership guideline and a 75% post‑award retention rule after 2 years, mitigating near-term selling pressure .
• Severance/CIC economics: 1x/2x salary+bonus cash protections and double-trigger equity treatment lower departure friction but preserve performance gating for PSUs, limiting windfalls absent goal attainment .
• Alignment and governance: Beneficial ownership is <1% of shares; however, strict prohibitions on pledging/hedging and robust clawback policies reduce misalignment and enforcement risk; say‑on‑pay approval was 89% in Oct 2024, indicating investor support for program design .
• Execution focus: As leader of International, Goldenitsch’s incentives are weighted to TSR, EBITDA margin, and unlevered FCF through FY2027; near-term targets and zero FY2025 bonuses signal management accountability during the turnaround .