3001 Colorado Boulevard, Denton, Texas 76210
LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER
To our stockholders,
Our performance in Fiscal Year 2023 showed both the resilience and promise of our business. Despite macroeconomic headwinds, the core business delivered financial results in line with the expectations that we had set out at the beginning of the year. We were able to do this because of our strong engagement with our customers and the clear and advantageous value proposition that we offer. Of note, during the year, we reduced turnover in our store workforce which contributed to increased product expertise and service quality. In turn, our customers again awarded us with top quartile satisfaction scores. I am also pleased to report that we made significant strides in the advancement of our strategic priorities of enhancing customer centricity, driving innovation and growing our high margin owned brands and increasing the efficiency in our operations. A few notable examples of our work include launching our Studio by Sally and Happy Beauty Co. concepts; gaining or expanding professional brand distribution including brands such as Amika, Color Wow and Danger Jones; growing bondbar, our newest owned brand, to $10 million dollars in sales; and capturing cost efficiencies with our store and DC optimization programs. .
Our 2024 Core Initiatives
In Fiscal 2024, our strategic priorities remain the same. Each of Sally and Cosmo Prof continue to be focused on enhancing customer centricity through initiatives like our Licensed Colorist on Demand program, Studio by Sally, Happy Beauty Co. and Cosmo Prof Direct. We will see territory expansion with the recent acquisition of Goldwell NY and expect to have continued professional brand expansion in 2024, further deepening our support of our professional stylists. We also expect to drive growth through a robust pipeline of owned brand innovation, which includes the expansion of Inspired by Nature, Ion and bondbar. We expect significant efficiency savings as we refine our operating model and optimize our capabilities as part of our Fuel For Growth initiative. Taken together, these priorities will help us drive top line growth and profitability and remain focused on returning value to you, our stockholders.
Annual Meeting Details
You are invited to attend the annual meeting of stockholders of SBH, to be held virtually on Thursday, January 25, 2024 at 9:00 a.m., central time. Details of the business to be conducted at the annual meeting are given in the Official Notice of the Meeting, Proxy Statement, and form of proxy enclosed with this letter. We encourage you to vote in advance so that we will know that we have a quorum of stockholders for the meeting.
It is important that your shares be represented and voted whether you plan to attend the annual meeting. Your prompt vote over the Internet, by telephone via toll-free number or by mailing a written proxy will save us the expense and extra work of additional proxy solicitation. Voting by any of these methods at your earliest convenience will ensure your representation at the annual meeting.
On behalf of the SBH team, I would like to express our appreciation for your continued investment in SBH.
Denise Paulonis
Director, President and Chief Executive Officer
December 13, 2023
2023 PROXY STATEMENT SUMMARY
FY23 CORPORATE GOVERNANCE HIGHLIGHTS
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Continued planned, orderly transition of Board leadership since FY22, thereby refreshing Board governance. |
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Appointed new Board Chair (Ferguson). |
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Appointed new Committee Chairs of Audit (Molloy), Nominating, Governance and Corporate Responsibility (Nealy Cox) and Executive (Head). |
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Current Director Nominee slate will result in gender-diverse Board with 56% women, 44% men. |
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Adopted SEC/NYSE-compliant Compensation Clawback Policy. |
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Continued integration of Company’s purpose and values across our ESG plans. |
FY23 SUSTAINABILITY HIGHLIGHTS – The Board continued its focus on advancing company-wide ESG and sustainability efforts, which are focused on the main areas where we can have a meaningful impact:
1) Employees – focused on key areas relevant to our team, especially:
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Safety, health and well-being |
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Input and feedback from team through surveys and other mechanisms |
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Engagement, retention, succession and talent development |
2) Diversity, Inclusion and Belonging – diversity and inclusion are at the heart of SBH:
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Continued multi-phase, year-round DIB leadership training |
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Scored 100 on the Human Rights Campaign’s Corporate Equality Index (CEI) |
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Established Employee Resource Groups (ERGs) for Women, LGBTQ+, Black and Hispanic associates |
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Awarded 5-star rating as one of America’s Greatest Workplaces for Diversity (Newsweek and Plant-A Insights Group) |
3) Philanthropy and Community Impact:
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SBH Inspires Foundation: |
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Identified core charitable cause: ending domestic violence and abuse, and supporting survivors. |
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Raised over $28,000 to support efforts against domestic violence and abuse. |
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In-kind Product: donated over $60,000 of SBH product to local and national shelters supporting those in transition. |
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Employee Disaster Relief Fund: raised over $31,000 to assist Company employees impacted by natural disasters. |
4) Environmental Sustainability, Responsible Sourcing (Supply Chain): Made progress towards reducing our environmental impact by reducing energy usage and increasing energy efficiency.
5) Data Privacy and Cybersecurity Oversight: Each quarter during FY23, our Chief Information Security Officer delivered detailed reports to the full Board on: risk identification and management strategies, cybersecurity strategy and governance structure, consumer data protection, risk mitigation activities, learnings from data security incidents of peer companies, results of third-party assessments and testing, and updates on employee training. In FY23 the Board named cybersecurity expert (Ms. Nealy Cox) Chair of the Nominating, Governance and Corporate Responsibility Committee.
FY23 STOCKHOLDER OUTREACH – During FY23, we engaged with investors and sell-side analysts by hosting numerous meetings, investor calls and attending investor conferences. We believe that listening to investors is essential to good governance and to the long-term sustainability of our company.
FY23 EXECUTIVE COMPENSATION HIGHLIGHTS – Highlights of our Named Executive Officer compensation program – including NEO Changes and Compensation Program Changes for FY23 and FY24 – are described in the CD&A section beginning on page 48.
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We will continue to develop and evolve how we enhance Diversity, Inclusion and Belonging throughout SBH. We recognize the value these initiatives bring to our Company, our associates, our customers and the communities we serve.
PHILANTHROPY AND COMMUNITY IMPACT
OUR VALUES We are guided in our philanthropy and volunteering strategy by our purpose and core values. To us this means we place a high value on sharing our passion with, and taking care of, our community and the planet. We are committed to positively impacting the growth and well-being of our associates, customers and the communities in which we live and work by supporting causes that reflect the passion of our associates and customers. We want our associates and customers to realize the power of taking action – as an individual and as a team – and how much change we can drive in the world from small actions that we choose to take together.
OUR PEOPLE SBH encourages employees to be aware of and involved in charitable works in their community. Our primary mechanism for accomplishing this has been our long-standing partnership with the United Way of Denton County in Denton, Texas where our Corporate Support Center is located. Currently we have one senior leader who sits on the local United Way Board of Directors. Each year we organize a pledge drive for employees and allow payroll deductions to be applied to the United Way or to another 501(c)(3)-qualified charity of their choice. And we organize other fundraising events to raise awareness and funds for the United Way.
OUR FOUNDATION In FY22, we established SBH Inspires Foundation to implement our charitable initiatives and facilitate ESG-related goals consistent with the company’s purpose, values and long-term vision. In FY23, we identified our core charitable cause: ending domestic violence and abuse, and supporting survivors. This decision is rooted in our commitment to engage, inspire and support our associates, customers and communities we serve.
It is our goal for the Foundation to have an immediate, meaningful impact that grows over time and partners with nonprofit organizations that work tirelessly to support the eradication of domestic violence and support of survivors. We partnered with two nonprofits, both locally and nationally, who have the expertise to support our philosophy, strategy and mission.
ACTIONS During FY23 we took the following steps to inspire our associates and customers, and to drive positive change through philanthropy:
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SBH Inspires Foundation: raised over $28,000 to support efforts against domestic violence and abuse. Continued developing the Foundation’s infrastructure and governance. |
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In-kind Product: donated over $60,000 of SBH product to local and national shelters supporting those in transition. |
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Employee Disaster Relief Fund: raised over $31,000 to assist Company employees impacted by hurricanes in Florida and Puerto Rico in 2022, and Maui fires in 2023. |
Going forward we will continue to develop and leverage the Foundation both to reflect and bring life to our purpose and values.
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RESPONSIBLE SOURCING AND SUPPLY CHAIN
At SBH we believe that we are part of something bigger, and have a responsibility to take care of our community and our planet; we want to look outside our company and seek out ways to contribute positively in the world. We believe that one way we can achieve our purpose and reflect core values in our global operations is to accelerate sustainability in product development, packaging and sourcing, and we are committed to doing that. We continue to make progress toward our long-term sustainability goals.
Our Merchandising and Sourcing teams are regularly in contact with our vendors and suppliers about using more sustainable, cleaner and greener products and packaging. We seek to lock arms with vendors on the approach to sustainability issues and products. All finished formulas in our owned-brand products are cruelty-free, i.e., not tested on animals. In addition, our Company strives to avoid product formulations that contain parabens and phthalates.
In FY20, we launched Inspired By Nature, a line of hair color and care under our Ion brand, that utilizes strict sustainability guidelines as it relates to packaging: hair color is filled in 100% recycled aluminum tubes; hair color caps are made from PCR; unit cartons for all hair color are produced with materials that are sourced from sustainably-managed forests; and hair care packaging is fully recyclable.
In Europe, we adopted new policies around eco-friendly owned brands development, and have (1) consistently altered packaging to sustainable solutions, and (2) offered products with eco-friendly ingredients and eco-friendly certification. We have also issued a “Green Magazine” to share our initiatives with outside stakeholders.
In Europe, we launched WUNDERBAR, a fully re-shaped Care and Styling range that includes sustainable packaging (plastic from the ocean), eco-friendly ingredients and eco-friendly certification.
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Launch of Sally Inspira social program with haircutting classes and courses that service vulnerable populations to develop new competencies and skills, allowing access to better job opportunities and supporting their economic independence. |
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Sally Beauty is the first retailer in Mexico to be certified by the Ministry of Labor and the Ministry of Education as a Haircolorist Evaluation Center to provide accredited education and diplomas to our associates. |
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Sally University bachelor´s degree education program was presented to the Ministry of Education and is under revision to obtain the official college accreditation by 2025. |
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In Latin America, we continue working to enhance our purpose and values, in FY23 we implemented our first engagement survey to better understand our culture, listen to our associates, measure our DIB progress and improve our engagement. |
Our commitment to sustained responsible sourcing and ethical practices throughout our supply chain is also reflected in our Supplier Code of Conduct and Code of Business Conduct and Ethics.
Our Supplier Code of Conduct (Supplier Code) applies to our vendors’ and suppliers’ business activities, including work performed through subcontractors. The Supplier Code requires suppliers to comply with our standards regarding “Ethical Sourcing” (e.g., forced labor, child labor, human trafficking, conflict minerals, land rights), “Employment Practices” (e.g., fair treatment, non-discrimination, wages and benefits, and freedom of association), and “Health and Safety” (e.g., occupational safety, occupational injury and illness, sanitation and housing).
In addition, we expect all suppliers to comply fully with all laws and regulations applicable to their business. Under our Supplier Code we may conduct an investigation or audit to confirm compliance and in some cases may terminate a business relationship due to non-compliance.
Our commitment to responsible sourcing and ethical business practices is also reflected in our Code of Business Conduct and Ethics (Ethics Code), which applies to all SBH employees. The Ethics Code makes clear that we intend to operate “with regard to the welfare of SBH employees and for the protection of the environment and the
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general public.” Our Ethics Code requires employees to comply with our hazard communications program and to comply fully with all laws, rules and regulations affecting our business, including the national and local environmental and labor laws of our host nations and communities.
DATA PROTECTION AND CYBERSECURITY
Our Board of Directors understands the critical importance of managing evolving risks associated with cybersecurity threats. Our Company is committed to protecting the privacy and security of customer information and the integrity of our information technology systems.
The Board has responsibility for overseeing risks related to the cybersecurity threat landscape, including data protection and security breach readiness. Our Chief Information Security Officer (CISO) reports directly to the General Counsel. On at least a quarterly basis, the CISO delivers a detailed report to the full Board — including Erin Nealy Cox, a cybersecurity expert — on data protection and cybersecurity matters. The topics covered by these reports include risk identification and management strategies, cybersecurity strategy and governance structure, consumer data protection, the Company’s ongoing risk mitigation activities, learnings from data security incidents of peer companies, results of third-party assessments and testing, updates on annual associate training and other specific training initiatives.
We believe this accountability and reporting structure helps maintain the independence of the CISO while giving the Board direct and meaningful line-of-sight governance.
Numerous times per year, all employees receive simulated phishing attacks and are measured on how they interact with the attack and how quickly they report it. All employees participate in security awareness training throughout the year.
BOARD-LEVEL CYBERSECURITY EXPERTISE In FY22 Erin Nealy Cox was re-elected by Stockholders as an independent director of the Company’s Board. In January 2023 the Board appointed Ms. Nealy Cox Chair of the Nominating, Governance and Corporate Responsibility Committee. The addition of Ms. Nealy Cox strengthens the Board’s governance of cybersecurity matters and enhances overall Board-level subject-matter expertise and competency. Ms. Nealy Cox is a cybersecurity expert and former federal prosecutor with deep expertise in InfoSec issues and board governance. She is a partner at Kirkland & Ellis in their Government, Regulatory and Internal Investigations Group, and from 2003-2016 was executive managing director at Stroz Friedberg, a cybersecurity and investigation consulting firm, where she ultimately led the firm’s incident response business. In 2017 she served briefly as senior advisor to McKinsey & Co. in the firm’s cybersecurity and risk practice.
DIRECTOR INDEPENDENCE
Our Board of Directors is currently comprised of eight non-management directors and Ms. Paulonis, who is our President and Chief Executive Officer. Under the Corporate Governance Guidelines, our directors are deemed independent if the Board has made an affirmative determination that such director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and such director also satisfies the other independence requirements of the NYSE. Our Board of Directors has affirmatively determined that all of our current directors other than Ms. Paulonis satisfy the independence requirements of our Corporate Governance Guidelines, as well as the NYSE, relating to directors. As part of its annual evaluation of director independence, the Board examined (among other things) whether any transactions or relationships exist currently (or existed during the past three years), between each independent director and us, our subsidiaries, affiliates, or independent auditors and the nature of those relationships under the relevant NYSE and SEC standards. The Board also examined whether there are (or have been within the past year) any transactions or relationships between each independent director and members of the senior management of the Company or its affiliates.
2023 Proxy Statement
All of our directors who serve as members of the Audit Committee, Compensation and Talent Committee and Nominating, Governance and Corporate Responsibility Committee are independent as required by the NYSE corporate governance rules. In addition, all of our Audit Committee members also satisfy the separate SEC independence requirements applicable to audit committee members and all of our Compensation and Talent Committee members satisfy the additional NYSE independence requirements applicable to compensation committee members.
NOMINATION OF DIRECTORS
The Board of Directors is responsible for nominating directors for election by our stockholders and filling any vacancies on the Board of Directors that may occur. The Nominating, Governance and Corporate Responsibility Committee is responsible for identifying individuals it believes are qualified to become members of the Board of Directors. The Nominating, Governance and Corporate Responsibility Committee considers recommendations for director nominees from a wide variety of sources, including other members of the Board of Directors, management, stockholders and, if deemed appropriate, from professional search firms. The Nominating, Governance and Corporate Responsibility Committee will take into account the applicable requirements for directors under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the listing standards of the NYSE. In addition, the Nominating, Governance and Corporate Responsibility Committee will take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including such candidate’s judgment, skill, integrity, and business and other experience and the perceived needs of the Board of Directors at that time. With regard to diversity, the Board of Directors and the Nominating, Governance and Corporate Responsibility Committee believe that sound governance of the Company requires a wide range of viewpoints. As a result, although the Board of Directors does not have a formal policy regarding board diversity, the Board of Directors and Nominating, Governance and Corporate Responsibility Committee believe that the Board of Directors should be comprised of a well-balanced group of individuals with diverse backgrounds, educations, experiences and skills that contribute to board diversity, and the Nominating, Governance and Corporate Responsibility Committee considers such factors when reviewing potential director nominees.
STOCKHOLDER RECOMMENDATIONS OR
NOMINATIONS FOR DIRECTOR CANDIDATES
Our Corporate Governance Guidelines provide that our Nominating, Governance and Corporate Responsibility Committee will accept for consideration submissions from stockholders of recommendations for the nomination of directors. Acceptance of a recommendation for consideration does not imply that the Nominating, Governance and Corporate Responsibility Committee will nominate the recommended candidate. Director nominations by a stockholder or group of stockholders for consideration by our stockholders at our annual meeting of stockholders, or at a special meeting of our stockholders that includes on its agenda the election of one or more directors, may only be made pursuant to Section 1.06 or Section 1.07, as applicable, of our By-Laws or as otherwise provided by law. Nominations pursuant to our By-Laws are made by delivering to our Corporate Secretary, within the time frame described in our By-Laws, all of the materials and information that our By-Laws require for director nominations by stockholders. All notices of intent to make a nomination for election as a director shall be accompanied by the written consent of each nominee to serve as a director.
Stockholders wishing to recommend or nominate a director must provide a written notice to our Corporate Secretary that includes, among other information required to be provided by our By-Laws, (a) the name, age, business address and residence address of the nominee(s), (b) the principal occupation or employment of the nominee(s), (c) such person’s written consent to serve as a director if elected, (d) the class or series and number of shares of Common Stock which are owned beneficially or of record by the nominee(s), (e) a description of all arrangements or understandings between the stockholder and the nominee(s) pursuant to which nominations are to be made by the stockholder, and (f) such other information as the Company may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or whether such nominee would be
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independent under applicable Securities and Exchange Commission rules and regulations and New York Stock Exchange rules and the Company’s publicly disclosed Corporate Governance Guidelines. No person shall be eligible to serve as a director of the Company unless nominated in accordance with the procedures set forth in Section 1.06 or Section 1.07, as applicable, of our By-Laws; any nominee proposed by a stockholder not nominated in accordance with Section 1.06 or Section 1.07, as applicable, shall not be considered or acted upon for execution at such meeting. Stockholders’ notice for any proposals requested to be included in the Company’s Proxy Statement pursuant to Rule 14a-8 under the Exchange Act (including director nominations), must be made in accordance with that rule.
DIRECTOR QUALIFICATIONS
In order to be recommended by the Nominating, Governance and Corporate Responsibility Committee, our Corporate Governance Guidelines require that each candidate for director must, at a minimum, have integrity, be committed to act in the best interest of all of our stockholders, and be able and willing to devote the required amount of time to our affairs, including attendance at Board of Director meetings. In addition, the candidate cannot jeopardize the independence of a majority of the Board of Directors. The candidate should preferably also have the following qualifications: business experience, demonstrated leadership skills, experience on other corporate boards and skill sets that add to the value of our business.
ANNUAL ELECTION OF DIRECTORS
In 2014, the Board of Directors began the process of declassifying the Board to provide for the annual election of all directors for one-year terms. Our stockholders approved the declassification of the Board at our 2014 annual meeting of stockholders. At the annual meeting each year, all directors of the Board will be elected for one-year terms.
At the 2024 annual meeting, our stockholders will elect nine individuals to serve on our Board.
MANDATORY RETIREMENT OF DIRECTORS
Pursuant to our Corporate Governance Guidelines, it is the policy of the Board that no non-management director should serve for more than 15 years in that capacity, although the Board may request that a director who would otherwise be due to retire continue his or her service if (a) the policy would result in multiple retirements in any 12-month period or (b) the Board deems such service to be in the best interest of our stockholders. The Board remains committed to intentional, responsible succession planning and to maintaining an appropriate balance of outstanding qualifications, experience, professional skills and tenure.
DIRECTORS WHO CHANGE THEIR PRESENT JOB RESPONSIBILITIES
Pursuant to our Corporate Governance Guidelines, a director who experiences a significant change in job responsibilities or assignment will be required to submit an offer of resignation to the Board. The remaining directors, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, will then determine the appropriateness of continued Board membership.
BOARD SELF EVALUATIONS
The Nominating, Governance and Corporate Responsibility Committee oversees a self-evaluation of the Board each year to determine whether the Board is functioning effectively. In addition, each committee of the Board conducts a self-evaluation each year and reports its findings to the Board.
2023 Proxy Statement
BOARD MEETINGS AND ATTENDANCE
Pursuant to our Corporate Governance Guidelines, our directors are expected to:
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regularly attend meetings of the Board and the committees of which they are members (as well as each annual meeting of stockholders); |
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spend the time needed to properly discharge their responsibilities; |
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with respect to our non-management directors, meet at regularly scheduled executive sessions in which management does not participate, which sessions are chaired by the Chair of the Board; |
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with respect to our independent directors, meet at least once a year in an executive session without management, which session is chaired by the Chair of the Board. |
In FY23, all but four directors attended 100% of the meetings of the Board (during his or her time of service on the Board) and of the committees on which he or she served. Of our current nine directors six attended 100% of their meetings and none attended fewer than 87%. In FY23 our Board of Directors met six times, our Audit Committee met five times, our Compensation and Talent Committee met five times, our Nominating, Governance and Corporate Responsibility Committee met five times and our Executive Committee did not meet. Our independent directors met in executive session six times and the full Board met in executive session seven times. In 2023, all members of the Board who were up for election or re-election attended the Company’s annual meeting of stockholders.
BOARD LEADERSHIP STRUCTURE
In accordance with our By-Laws, the Board elects our Chief Executive Officer and our Chair, and each of these positions may be held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or the other, on whether the role of the Chair and Chief Executive Officer should be separate and, if it is to be separate, whether the Chair should be selected from the non-management directors or be a management director. However, our Corporate Governance Guidelines require that, if the Chair of the Board is not an independent director, the independent directors shall appoint from among themselves a Lead Independent Director. The Chair of the Board is responsible for chairing Board meetings and meetings of stockholders, establishing the agendas for Board meetings along with the Lead Independent Director, if any, and providing information to the Board members in advance of meetings and between meetings. The Lead Independent Director, if any, is responsible for, among other things, coordinating the activities of the independent directors, coordinating with the Chair to set the agenda for Board meetings, chairing executive sessions of the independent (and non-management) directors, reviewing and approving meeting schedules and information sent to the Board and liaising with the Chair and the Chief Executive Officer and the other independent directors.
Ms. Paulonis serves as our Chief Executive Officer and Ms. Ferguson serves as our independent Chair of the Board. Our Board has determined that this leadership structure is appropriate at this time. In particular, our Board believes that this structure streamlines decision making and enhances accountability. Furthermore, our Board believes that the presence of an independent Chair of the Board and a majority of independent directors provides effective oversight of management.
COMMUNICATIONS WITH THE BOARD
Stockholders and other interested parties may contact any member (or all members) of our Board (including the non-management directors as a group, the Chair of the Board, any Board committee or any chair of any such committee) by addressing written correspondence to the attention of our Corporate Secretary at 3001 Colorado Boulevard, Denton, Texas 76210. Our Corporate Secretary’s office will open all communications received for the sole purpose of determining whether the contents represent a message to our directors. Any contents that legitimately relate to our business and operations and that are not in the nature of advertising, promotions of a product or service, patently offensive material, charitable requests, repetitive materials, or designed to promote a political or similar agenda will be forwarded promptly to the addressee.
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BOARD’S ROLE IN THE RISK MANAGEMENT PROCESS
The Board’s role in the risk management process is to understand and oversee the Company’s strategic plans, the associated risks and the steps that senior management is taking to manage and mitigate those risks. To ensure proper oversight of the risk management process, the Audit Committee outlines our risk principles and management framework and sets high level strategy and risk tolerances. Our risk profile is managed by our Vice President of Internal Audit, reporting to the Chair of the Audit Committee. The Vice President of Internal Audit meets at least quarterly in executive session with the Audit Committee, and conducts an annual Enterprise Risk Assessment for the Company. This assessment is then presented to the Audit Committee (for development of action items and responsible parties for oversight) and shared with the full Board (for information) and the Nominating, Governance and Corporate Responsibility Committee (to ensure appropriate Board oversight of the identified risks). This approach is designed to enable the Board and management to establish a mutual understanding of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and to elevate certain key risks for discussion at the Board level. The Board also meets regularly in executive session without management to discuss a variety of topics, including risk management. Through this system of checks and balances, the Board is able to monitor our risk profile and risk management activities on an ongoing basis. Certain officers who report to the Chief Financial Officer also monitor various financial risks which add to the Company’s overall risk management strategy.
COMMITTEES OF THE BOARD OF DIRECTORS
Pursuant to our By-Laws, our Board of Directors has established the following committees:
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Compensation and Talent Committee; and |
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Nominating, Governance and Corporate Responsibility Committee. |
The function of each committee is described below. Each committee, pursuant to its charter adopted by the Board of Directors, consists of at least three members and is led by a Chair.
Executive Committee. The Executive Committee consists of Mr. Head (Chair), Ms. Ferguson, Mr. Molloy, Ms. Nealy Cox and Ms. Paulonis. The purpose of the Executive Committee is to assist our Board of Directors with its responsibilities and, except as may be limited by law, our Certificate of Incorporation or our By-Laws, to exercise the powers and authority of our Board of Directors when it is not in session. The Executive Committee is governed by the Executive Committee charter. A copy of this charter is available on the corporate governance section of our website at http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.
Audit Committee. The Audit Committee consists of Mr. Molloy (Chair), Mr. Boyer, Ms. Flur and Mr. Head. The Board has determined that each member of the Audit Committee is financially literate, that each member of the Audit Committee meets the independence requirements of the NYSE and Rule 10A-3 of the Exchange Act and that each of Mr. Molloy, Mr. Boyer, Ms. Flur and Mr. Head qualifies as an “audit committee financial expert” under SEC rules.
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities for:
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the quality and integrity of our financial statements, including oversight responsibility for management’s design and implementation, and the effectiveness of, internal controls; |
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the independent auditor’s qualifications and independence; |
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the performance of our internal audit function and independent auditors; |
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our compliance with legal and regulatory requirements; |
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our information technology function; |
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preparation of the report of the Audit Committee required for our annual proxy statements; and |
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our financing strategy, financial policies and financial condition. |
2023 Proxy Statement
in its review of our management compensation levels and programs to ensure that our executive compensation program is commensurate with those of public companies similar in size and scope to us. During its engagement, FW Cook has participated in meetings of the Compensation and Talent Committee and advised it with respect to compensation trends and practices, plan design and the reasonableness of individual awards. FW Cook has not performed any services for our management.
Nominating, Governance and Corporate Responsibility Committee. The Nominating, Governance and Corporate Responsibility Committee consists of Ms. Nealy Cox (Chair), Ms. Bishop, Ms. Flur and Ms. Heasley. The Board has determined that each such member meets the independence requirements of the NYSE. The purpose of the Nominating, Governance and Corporate Responsibility Committee is to, among other things:
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identify individuals qualified and suitable to become members of our Board of Directors and to recommend to our Board of Directors the director nominees for each annual meeting of stockholders; |
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consider any director candidates recommended by our stockholders pursuant to the procedures described in this Proxy Statement and in our By-Laws; |
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recommend to our Board of Directors individual directors to serve on our various Board committees; |
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develop and recommend to our Board of Directors a set of corporate governance principles applicable to us; and |
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oversee the evaluation of the Board of Directors and management; and |
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assist the Board in overseeing the Company’s corporate responsibility and sustainability initiatives. |
The Nominating, Governance and Corporate Responsibility Committee is governed by the Nominating, Governance and Corporate Responsibility Committee charter, which was revised in 2019 to reflect the Committee’s additional oversight over the Company’s corporate responsibility and sustainability initiatives. The Committee periodically reviews the Company’s strategies, activities, policies and communications regarding sustainability and other environmental, social and governance-related matters and makes recommendations to the Board. A copy of this charter is available on the corporate governance section of our website at http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Talent Committee consists of Ms. Ferguson (Chair), Ms. Bishop, Mr. Boyer, and Ms. Heasley. No member of our current Compensation and Talent Committee is or has been one of our officers or employees or has had any relationship requiring disclosure under SEC rules. In addition, during FY23, none of our executive officers served as:
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a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board of directors) of another company, one of whose executive officers served on the Compensation and Talent Committee; |
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a director of another company, one of whose executive officers served on the Compensation and Talent Committee; or |
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a member of the compensation committee (or other board committee performing similar functions or, in the absence of such committee, the entire board of directors) of another company, one of whose executive officers served as one of our directors. |
COMPENSATION RISK ASSESSMENT
The Compensation and Talent Committee has reviewed with management the design and operation of our incentive compensation arrangements, including the performance objectives and target levels used in connection with incentive awards, for the purpose of assuring that these arrangements do not provide our executives or employees with incentive to engage in business activities or other behavior that would impose unnecessary or excessive risk to
2023 Proxy Statement
the value of the Company or the investments of our stockholders. The Compensation and Talent Committee considered compensation programs that apply to employees at all levels. In addition, the Compensation and Talent Committee considered the presence of significant risk mitigation factors inherent in our compensation program, such as those described under “Compensation Discussion and Analysis – Management of Compensation-Related Risk.”
Based on the foregoing, the Compensation and Talent Committee concluded in its April 2023 meeting that the Company’s compensation plans, programs and policies do not create incentives that encourage employees to take risks that are likely to have a material adverse effect on the Company. We believe that our incentive compensation plans, policies and practices provide appropriate incentives for behaviors that are within the Company’s ability to effectively identify and manage significant risks, are compatible with effective internal controls and our risk management practices and are supported by the oversight and administration of the Compensation and Talent Committee with regard to executive compensation programs.
RELATED PARTY TRANSACTIONS
Our Board of Directors recognizes that interested transactions with related parties present a heightened risk of conflicts of interest, or the perception thereof, and therefore it adopted a Statement of Policy with respect to Related Party Transactions. Under this policy, an “interested transaction”, is defined as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the aggregate amount involved will or may be reasonably expected to exceed $20,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than ten percent beneficial owner of another entity). Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a related party’s only relationship is as an employee, an officer or a director also constitutes an interested transaction. A “related party” is defined as any person who is or was (since the beginning of the last fiscal year for which the Company has filed an Annual Report on Form 10-K and proxy statement, even if such person does not presently serve in that role) (1) an officer (including at the Vice President level or above), director or nominee for election as a director of the Company or any of its subsidiaries, (2) a greater than five percent beneficial owner of any class of the Company’s Common Stock or other equity securities, or (3) an immediate family member of any of the foregoing individuals.
Subject to several exceptions (as described below), all interested transactions must be approved or ratified by the Audit Committee of the Board of Directors, taking into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, as well as the extent of the related party’s interest in the transaction. An interested transaction may be approved or ratified if it is determined in good faith that, under all of the circumstances, the transaction is fair to the Company. The Audit Committee may impose such conditions as it deems appropriate on the Company or the related party in connection with the approval of the transaction.
No director participates in any discussion or approval of an interested transaction for which he or she is a related party, except to the extent the director provides material information concerning the transaction to the Audit Committee. If an interested transaction remains ongoing, the Audit Committee must review and assess, on at least an annual basis, ongoing relationships with the related party to ensure that the interested transaction remains appropriate. In addition, if an interested transaction involving a member of the Board may constitute an actual or potential director conflict of interest, the General Counsel shall notify the Chair of the Nominating, Governance and Corporate Responsibility Committee of such interested transaction.
Under the policy, the following categories of interested transactions have been deemed by the Audit Committee to be pre-approved, even if in excess of $20,000, unless otherwise specifically determined by the committee: (1) any employment by the Company of an officer of the Company or any of its subsidiaries if the related compensation is
www.sallybeautyholdings.com 37
NARRATIVE DISCUSSION OF DIRECTOR COMPENSATION TABLE
The following is a narrative discussion of the material factors which we believe are necessary to understand the information disclosed in the Director Compensation Table. The Sally Beauty Holdings, Inc. Amended and Restated Independent Director Compensation Policy (the “Director Compensation Policy”) governs the compensation paid to our independent directors. Following FW Cook’s bi-annual review of our director compensation program in July 2022, the Director Compensation Policy was amended with changes to take effect in FY2023, beginning October 1, 2022. Under the revised Director Compensation Policy, fees for the Board and Committee meetings were eliminated and annual Board cash and equity retainer fees, and committee chair fees were increased.
Cash Compensation
In FY23, pursuant to the Director Compensation Policy, each of our independent directors received an annual cash retainer of $105,000, payable in advance in four quarterly installments. Directors were not paid a fee for in-person or telephonic attendance of Board or committee meetings during FY23.
Additional annual cash retainers were paid to each independent director who served as the Chair of the Board (Ms. Ferguson) or chair of the Audit Committee (Mr. Molloy), Compensation and Talent Committee (Ms. Ferguson) or the Nominating, Governance and Corporate Responsibility Committee (Ms. Nealy Cox). The following table sets forth the annual cash retainers for services rendered in FY23.
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Board Role |
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Cash Retainer Amount |
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Non-Executive Chair |
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$150,000 |
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Audit Committee Chair |
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$ 30,000 |
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Compensation and Talent Committee Chair |
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$ 25,000 |
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Nominating, Governance & Corporate Responsibility Committee Chair |
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$ 20,000 |
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Equity-Based Compensation
Pursuant to our Director Compensation Policy, each independent director, including Ms. Ferguson, was granted an annual equity-based retainer award with a value at the time of grant of $150,000. For FY23, these awards were granted in accordance with the 2019 Omnibus Incentive Plan in the form of RSUs that vested on November 15, 2023, subject to the director’s continued service on the Board on such date. On November 2, 2022, each independent director received an award of 12,458 RSUs. As provided in the Director Compensation Policy, each independent director may elect to defer delivery of the shares of Common Stock that would otherwise be due on the vesting date until a later date specified by the independent director. If an independent director does not make such election, he or she will receive shares of Common Stock in settlement of the RSU on the vesting date. Vesting accelerates on a pro-rata basis in the event of the director’s death or disability.
Stock Ownership and Retention Guidelines
Pursuant to our stock ownership guidelines, each independent director must own shares of Common Stock in an amount equal to five times the base annual cash retainer (excluding additional annual cash retainers for the Chair of the Board and committee chairs, and all meeting fees). Independent directors are required to achieve the applicable level of ownership within five years of becoming subject to the requirements. Until such time as the required equity ownership is reached, the independent director must retain 100% of the shares of Common Stock received upon settlement of his or her RSUs. Shares underlying vested RSUs (including deferred shares) count towards the stock ownership total. Unexercised stock options (whether vested or unvested) and unvested RSUs do not count as stock owned under the guidelines. As of September 30, 2023, all of our independent directors, subject to the five-year grace period, were in compliance with our stock ownership and retention guidelines.
www.sallybeautyholdings.com 39
DETERMINATION OF FY23-25 Y1AOIM PSUS
Following the completion of the performance period on September 30, 2023, the Committee determined that the FY23-25 Y1AOIM PSUs granted in November 2022 were earned at 82.9% of the target award:
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Payout Scale (1) |
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Y1AOIM |
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Performance Achieved |
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Payout% |
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Maximum |
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≥ 10.7% |
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≥ 115% |
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150% |
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FY22 Actual |
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10.3% |
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110.3% |
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110% |
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Target |
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9.3% |
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100% |
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100% |
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Threshold |
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8.6% |
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93% |
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25% |
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Below Threshold |
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< 8.6% |
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< 93% |
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0% |
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Performance Achieved & Payout % |
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9.1% |
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98.3% |
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82.9% |
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(1) |
Payouts between performance levels were determined based on straight-line interpolation. |
The earned FY23-25 Y1AOIM PSUs were banked and will be paid out after completion of all performance periods on November 15, 2025, subject to the executive’s continued employment on such date.
OTHER COMPENSATION
Consistent with our philosophy of emphasizing performance-based pay, our executive compensation program provides limited executive benefits and perquisites. Our NEOs are eligible to participate in the benefit plans generally available to all of our U.S. employees, which include health, dental, vision, life insurance, and disability plans. In addition, our NEOs (along with our other U.S. employees) are eligible to participate in our 401(k) plan, which represents the only retirement plan that we provide to our NEOs. Under the 401(k) plan, our employees may contribute (on a pre-tax basis) up to 50% of eligible compensation, subject to Internal Revenue Code limitations. After a year of service, we match each employee’s contribution (including our NEOs) at a rate of 100% on the first 4% of the employee’s eligible compensation. Employees are immediately vested in the matching contributions made by us. Our NEOs are also eligible for reimbursement of an annual physical exam. In addition, we may offer Company-paid COBRA and relocation expenses for new executive officers.
The Committee believes that offering the above-described benefits and perquisites to our NEOs is consistent with the terms and benefits offered by other similarly-situated public companies and enhances our ability to retain our NEOs. Given the fact that these items represent a relatively insignificant portion of our NEOs’ total compensation, the availability of such items does not materially influence the decisions made by the Committee with respect to the other elements of the total compensation payable to our NEOs.
CHANGE-IN-CONTROL SEVERANCE PROTECTION
Many change-in-control transactions result in significant organizational changes, particularly at the senior executive level. To encourage our senior executive officers to remain employed with the Company during an important time when their prospects for continued employment can be uncertain, we are parties to change-in-control severance agreements with each of our NEOs, which provide payments and benefits in the event of the executive’s termination of employment by the Company without cause or by the executive for “good reason” within two years following a change in control. Because a termination by the executive for good reason is effectively a “constructive termination” by the Company without cause, we believe it is appropriate to provide severance benefits in these circumstances. The Committee has determined that our change-in-control agreements are generally consistent with those in place at similarly-situated public companies, are designed to keep our executive officers focused on their work responsibilities during the uncertainty that accompanies a potential change-in-control and are necessary to retain and recruit our executive officers. The Committee also deemed it important from a retention perspective to treat all of the NEOs similarly with respect to their change-in-control arrangements.
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Under the terms of our 2010 and 2019 Omnibus Incentive Plans, stock options, PSUs and RSUs have “double trigger” change-in-control vesting if the awards are assumed by the surviving company and equitably converted to awards for publicly traded stock in connection with such transaction. This means that the awards would vest upon the holder’s involuntary separation from service within two years following the change in control, or such other period specified by the Committee. If the awards are not assumed by the surviving company and equitably converted, they would vest upon the change in control. In either case, PSUs for which the performance period has not commenced will be forfeited.
ADDITIONAL COMPENSATION POLICIES
COMPENSATION RECOUPMENT POLICY
The Company maintains a mandatory compensation recoupment policy that complies with the parameters described in Rule 10D-1 under the Securities Exchange Act of 1934, as amended and the NYSE listing standards. If we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. securities laws, then we will recover reasonably promptly from any current or former executive officer incentive-based compensation (including incentive-based equity compensation) received during the three-year period preceding the date on which the accounting restatement was required to be made, regardless of whether the executive officer engaged in misconduct or otherwise caused or contributed to the requirement for the restatement. The amount to be recovered is the excess of the amount paid calculated by reference to the erroneous data, over the amount that would have been paid to the executive officer calculated using the corrected accounting statement data.
Our policy also requires the Company, to the extent permitted by governing law, to seek reimbursement of incentive-based compensation (including cash and equity compensation) paid to any current or former employee, where: A) (i) the payment was predicated upon the achievement of specified financial results; (ii) such financial results were subsequently the subject of a restatement or other material adjustment, (iii) in the Committee’s view the person engaged in misconduct that caused or contributed to the need for the restatement or material adjustment, and (iv) a lower payment would have been made to the person based upon the correct financial results; or B) such employee commits an act of embezzlement, fraud or theft with respect to the property of the Company. In each such instance, the Company will seek to recover the person’s entire non-equity incentive compensation payment (not just the excess amount earned based on erroneous data) paid during the 12-month period preceding the Committee’s determination that the person engaged in misconduct.
In addition, our policy also includes a discretionary recoupment provision which provides that in the event that the Committee determines that any current or former employee engages in misconduct (as defined in the policy), then the Committee may, in its sole discretion, require (i) cancellation or forfeiture of such current or former employee’s unvested equity awards granted on or after September 18, 2019, and/or (ii) such current or former employee to reimburse the Company for their most recently received non-equity incentive compensation.
EQUITY OWNERSHIP POLICY AND RETENTION REQUIREMENT
Consistent with our commitment to aligning the interests of our executive officers with stockholders, the Company maintains an equity ownership policy which applies to our executive officers. Pursuant to these guidelines, executive officers are expected to own shares of our Common Stock generally equal in value to a multiple of their annual base salary (as in effect on December 1st of each year) depending on such executive officer’s level in the Company.
On July 24, 2023, the Committee approved certain amendments to the equity ownership policy, primarily to increase our CEO’s amount of equity required to be retained from 5x to 6x base salary and provided that 50% of unvested RSUs will count towards achievement of the policy, in addition to other immaterial changes. The policy provides that shares owned outright by the executive officer or indirectly (e.g., owned or held in trust by an immediate family member), shares the receipt of which has been deferred, shares held in company sponsored benefit or retirement plans, as well as 50% of RSUs which have not yet vested / been settled, count towards the
2023 Proxy Statement
executive officer’s equity ownership totals. Stock options (whether vested or unvested), restricted shares, 50% of RSUs which have not yet vested / been settled, as well as unearned PSUs, do not count towards the executive officer’s equity ownership totals under the policy. The amount of equity required to be retained (“Retention Amount”), as applicable to the NEOs, is as follows:
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Position |
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Retention Amount (Multiple of Base Salary) |
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Chief Executive Officer |
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6x |
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Presidents and Senior Vice Presidents |
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3x |
Until such time as the executive officer reaches their Retention Amount, the executive officer will be required to retain that percentage of the shares of Common Stock received upon vesting of restricted stock, settlement of RSUs, payout of PSUs and exercise of stock options (net of any shares utilized to pay for the exercise price of the stock option and/or tax withholding for the stock option, restricted stock, RSUs or PSUs, as applicable) as set forth below:
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Position |
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Retention Requirement |
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Chief Executive Officer |
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50% |
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Presidents and Senior Vice Presidents |
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50% |
Because executive officers must retain a percentage of shares resulting from any exercise of stock options, settlement of RSUs or PSUs or the vesting of restricted stock until they achieve the specified Retention Amount, there is no minimum time period required to achieve the equity ownership guidelines set forth above. As of September 30, 2023, all of our executive officers were in compliance with our equity retention requirements.
USE OF PRE-APPROVED TRADING PLANS
We permit our executive officers and Directors to enter into pre-approved trading plans established according to Rule 10b5-1 under SEC rules, with an independent broker-dealer to enable them to either a) purchase securities; or b) to recognize the value of their compensation and diversify their holdings of our securities during periods in which they might otherwise not be able to buy or sell our stock because important information about us had not been publicly released. These plans include specific instructions for the broker to exercise stock options or purchase or sell stock on behalf of the plan participant if our stock price reaches a specified level or certain events occur. The plan participant no longer controls the decision to purchase, exercise or sell the securities in the plan.
POLICY AGAINST MARGIN TRADING, PLEDGING OR HEDGING COMPANY STOCK
Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a director, officer or other employee to lock in much of the value of their stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the person to continue to own the covered securities but without the full risks and rewards of ownership. When that occurs, he or she may no longer have the same objectives as the Company’s other stockholders. Therefore, pursuant to our published insider trading policy, our directors, officers and other employees are prohibited from engaging in any such transactions. Our insider trading policy also prohibits transactions in puts, calls or other derivative securities, on an exchange or in any other organized market.
www.sallybeautyholdings.com 67
COMPENSATION DECISION-MAKING PROCESS
ROLE OF COMPENSATION AND TALENT COMMITTEE
The Committee reviews each component of our executive compensation program, and the methods for determining the types and amounts of compensation, to assure that they help us meet our compensation philosophy and objectives. The Committee receives input from its independent compensation consultant as well as from members of management, as discussed below.
The Chair of our Committee has significant experience in the management of professionals and has served both as chair and as a member of the compensation committees of other publicly-traded companies, and all of our Committee members have significant experience with regard to the oversight of executive compensation practices of large publicly-traded companies. The Board believes that this experience provides the members of our Committee with a solid frame of reference within which to evaluate our executive compensation programs and practices.
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
The Committee retained the services of an independent consultant, FW Cook, to assist in its annual review of our executive compensation program and biennial review of our non-employee director compensation program. As part of this engagement, FW Cook assisted the Committee in the design of our current programs and continues to advise the Committee on our programs. The Committee has directly engaged FW Cook to assist with these same services for FY23, based on FW Cook’s experience, expertise and familiarity with the Company. FW Cook does not provide any services to our management, and does not provide any service to us, other than with respect to its role as the Committee’s executive compensation consultant.
The Committee determined that the work of FW Cook did not raise any conflicts of interest in FY23. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934 and the NYSE listing standards, including the fact that FW Cook does not provide any other services to the Company, the level of fees received from the Company as a percentage of FW Cook’s total revenue, policies and procedures employed by FW Cook to prevent conflicts of interest, and whether the individual FW Cook advisers to the Committee own any stock of the Company or have any business or personal relationships with members of the Committee or our executive officers.
ROLE OF MANAGEMENT
The Committee also considers the views and insights of our management, including our executive officers, in making compensation decisions. Our Chief Executive Officer recommends to the Committee the base pay levels and individual compensation targets for each executive officer (other than herself) based on each executive’s experience, as well as our Chief Executive Officer’s view as to the strategic importance of that executive’s role, knowledge and performance. Our Chief Executive Officer’s unique insight into our business and day-to-day interaction with our executive officers provides a valuable resource to the Committee with respect to our executive compensation programs. In addition, the Committee relied on recommendations made by our Chief Executive Officer and our Chief Financial Officer in selecting the performance metrics and targets for FY23 incentive awards.
Our Chief Executive Officer as well as other members of management generally attend Committee meetings to provide input on executive contributions, but no member of management participates in discussions with the Committee concerning their own compensation. The Committee also works closely with our internal legal, human resources, and finance personnel in establishing and monitoring our compensation programs. Our Chief Financial Officer provides the Committee with input on our financial performance and operational issues, and our General Counsel provides input to the Committee regarding compliance with the laws, regulations and best practices applicable to executive compensation.
2023 Proxy Statement
MARKET DATA/BENCHMARKING
FW Cook assisted the Committee in benchmarking our compensation arrangements and aggregate equity compensation practices against public companies similar in size and scope to our company. FW Cook obtained proxy data from the peer companies described below, as well as comparative compensation surveys of retail companies.
The following 16 specialty retail companies comprised our peer group for FY23 and was used to set FY23 compensation for our NEOs, which we refer to as our “peer companies” or “peer group”:
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Abercrombie & Fitch |
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Guess? |
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Signet Jewelers |
American Eagle Outfitters |
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Hibbett Sports |
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Ulta Beauty |
Caleres |
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Kontoor Brands |
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Urban Outfitters |
Carter’s |
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Party City |
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Williams-Sonoma |
Foot Locker |
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Petco Health & Wellness |
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Wolverine World Wide |
Genesco |
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The Committee selected the companies in the peer group, after reviewing data on retail companies (including financial metrics, line-of-business, stock performance and employee count for each respective company) and considering several criteria, including the comparability of specialty retailers and the volatility and maturity of potential peers. At the time of approval, in terms of size, our revenues were between the median and 75th percentile and our market capitalization was between the 25th percentile and median of these peer companies. The peer group differs from our peer group for FY22 as described below:
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The Committee approved the addition of the following companies based on such companies being comparable to our financials, having similar business operations and strategy, and providing balance within the peer group: Genesco and Petco Health & Wellness. |
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The Committee approved the removal of the following companies due to size or taken private: At Home Group and DICK’S Sporting Goods. |
TOTAL COMPENSATION REVIEW
As part of its process for determining the amount and mix of total compensation to be paid to our executive officers in FY23, the Committee reviewed tally sheets prepared by management containing information for each executive officer regarding, among other things:
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compensation for the last four fiscal years; |
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the types and amounts of long-term incentives granted in the last four fiscal years; |
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the types and amounts of our equity securities, both vested and unvested, owned as of the end of the most recently completed fiscal year; |
• |
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the proceeds realized from stock option exercises and PSU / RSU releases during the last four fiscal years; and |
• |
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perquisites and other compensation paid during the last four fiscal years. |
The Committee believes that this comprehensive annual review is important to understanding the total compensation paid and, in certain circumstances, payable to, our executive officers. The Committee uses these reports to test whether the various forms, targets, mix, and amounts of compensation paid and payable to our executive officers remain consistent with our compensation strategy. Based on its review for FY23, the Committee believes that the overall compensation of our executive officers was in line with the philosophy and objectives set forth above.
The Committee strives to make decisions on each component of executive compensation within the context of an officer’s entire compensation package, meaning that a decision on one compensation component (such as base
www.sallybeautyholdings.com 69
QUESTIONS AND ANSWERS
ABOUT THE ANNUAL MEETING
AND VOTING
A: A proxy is your legal designation of another person, called a proxy holder, to vote the shares that you own. If you designate someone as your proxy holder in a written document, that document is called a proxy. We have designated Marlo M. Cormier, our Chief Financial Officer, and John Henrich, our General Counsel, to act as proxy holders at the annual meeting as to all shares for which proxies are returned or voting instructions are provided by internet or telephonic voting.
2. |
Q: What is a proxy statement? |
A: A proxy statement is a document that SEC regulations require us to give you when we ask you to sign a proxy card designating the proxy holders described above to vote on your behalf.
3. |
Q: What is the difference between a stockholder of record and a stockholder who holds stock in street name, also called a “beneficial owner?” |
A: If your shares are registered in your name at Computershare Trust Company, N.A., you are a stockholder of record.
If your shares are registered at Computershare Trust Company, N.A. in the name of a broker, bank, trustee, nominee, or other similar holder of record, your shares are held in street name and you are the beneficial owner of the shares.
4. |
Q: What is the record date and what does it mean? Who can vote at the annual meeting? |
A: The record date for our annual meeting is November 27, 2023. The record date is established by our Board of Directors as required by Delaware law. Only stockholders of record at the close of business on the record date are entitled to receive notice of the annual meeting and to vote their shares at the meeting and any adjournment or postponements of the meeting on the items of business described in this Proxy Statement. As of the record date there were 106,771,870 shares of our Common Stock outstanding. Each stockholder will be entitled to one vote in person or by proxy for each share of Common Stock held.
5. |
Q: What different methods can I use to vote? |
A: It depends on how your shares are held.
Stockholders of Record. If your shares are registered in your own name, you may vote by proxy or by attending the annual meeting. To vote by proxy, you may select one of the following options:
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By Written Proxy – You may vote by mailing the written proxy card. |
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By Telephone or Internet Proxy – You may also vote by telephone from the U.S. using the toll-free telephone number on the proxy card, or by the Internet, using the procedures and instructions described on the proxy card and other enclosures. The telephone and Internet voting procedures, including the use of control numbers, are designed to authenticate our stockholders’ identities, to allow our stockholders to vote their shares, and to confirm that their instructions have been properly recorded. |
www.sallybeautyholdings.com 91
the Company’s Governance Guidelines, each holdover director must tender, or has already tendered, an irrevocable resignation that would be effective upon the Board’s acceptance of such resignation. In that situation, the Company’s Nominating, Governance and Corporate Responsibility Committee would consider the resignation and make a recommendation to the Board about whether to accept or reject such resignation and publicly disclose its decision and the rationale behind it within 90 days following certification of the stockholder vote.
Proposals 1 and 2 are considered non-routine, and therefore banks, brokers and other similar holders of record cannot vote shares on the proposals without your instructions. Thus, abstentions (withheld votes) and broker non-votes will have no effect in determining whether the proposals have been approved.
Proposal 3 is considered a routine matter. Thus, banks, brokers and other similar holders of record may vote shares on this proposal without your instructions. As such, there will be no broker non-votes with respect to this proposal.
Votes cast by proxy or in person at the meeting will be tabulated by the Inspector of Election from Computershare Trust Company, N.A
9. |
Q: Could other matters be voted on at the meeting? |
A: We do not know of any other business that will be presented at the 2024 annual meeting. If any other matters properly come before the meeting that are not specifically set forth on the proxy card and in this Proxy Statement, such matters shall be decided by a majority of the votes cast at the annual meeting, unless otherwise provided in our Third Restated Certificate of Incorporation (“Certificate of Incorporation”), Amended and Restated By-Laws (“By- Laws”), the Delaware General Corporation Law or the rules and regulations of the New York Stock Exchange. None of the members of our Board have informed us in writing that they intend to oppose any action intended to be taken by us.
10. |
Q: What happens if a stockholder does not specify a choice for a matter when returning a signed proxy? |
A: If the enclosed form of proxy card is signed and returned, it will be voted as specified in the proxy, or, if no vote is specified, it will be voted “FOR” all nominees presented in Proposal 1, “FOR” the proposal set forth in Proposal 2, and “FOR” the proposal set forth in Proposal 3.
11. |
Q: Can I revoke my proxy? |
A: At any time before the annual meeting, you may revoke your proxy by timely delivery of written notice to our Corporate Secretary, by timely delivery of a properly executed, later-dated proxy (including an Internet or telephone vote), or by voting online at the virtual annual meeting.
12. |
Q: How can I attend the annual meeting? |
A: Our annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the annual meeting only if you were a stockholder of the Company as of the close of business on the record date, or if you hold a valid proxy for the annual meeting. No physical meeting will be held.
Registered stockholders will be able to attend the annual meeting online and submit your questions during the meeting by visiting meetnow.global/MW5HHF5 and following the instructions on your Notice, proxy card, or on the instructions that accompanied your proxy materials. You also will be able to vote your shares online by attending the annual meeting by webcast.
To participate in the annual meeting, you will need to enter the 15-digit control number included on your Notice, on your proxy card.
If you hold your shares beneficially through an intermediary, such as a bank or broker, and you intend to vote or ask questions, you must register in advance by following the instructions outlined in Question 13 below.
www.sallybeautyholdings.com 93
A control number will not be required to participate in the meeting as a guest. However, please note that guests will not have the ability to vote or ask questions during the meeting.
The online meeting will begin promptly at 9:00 a.m., local time (Central). We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
13. |
Q: How do I register to attend the annual meeting virtually on the Internet? |
A: If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the annual meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.
If you hold your shares beneficially through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting virtually on the Internet.
To register to attend the annual meeting online by webcast you must submit proof of your proxy power in the form of a legal proxy from your broker reflecting your Sally Beauty Holdings, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on January 22, 2024.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
By email: Forward the email from your broker with your legal proxy information attached or send a separate email with your legal proxy information attached to legalproxy@computershare.com
By mail:
Computershare
Sally Beauty Holdings Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Upon receipt of your confirmation of registration to participate in the meeting from Computershare, go to meetnow.global/MW5HHF5 to log into the meeting.
14. |
Q: What if I have trouble accessing the annual meeting virtually? |
A: The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416.
15. |
Q: Who pays the cost of this proxy solicitation? |
A: The proxy accompanying this Proxy Statement is being solicited by our Board of Directors. We will bear the entire cost of this solicitation, including the preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any additional information furnished to our stockholders. In addition to using the mail, proxies may be solicited by directors, executive officers, and other employees of the Company, in person or by telephone. No additional compensation will be paid to our directors, executive officers, or other employees for these services. We will also request banks, brokers, and other stockholders of record to forward proxy materials, at our expense, to the beneficial owners of our Common Stock. We have retained Alliance Advisors, LLC to assist us with the solicitation of proxies for an estimated fee of approximately $10,000, plus normal expenses not expected to exceed $5,000.
2023 Proxy Statement
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Pay vs Performance Disclosure |
|
|
|
Pay vs Performance Disclosure, Table |
The following table shows the compensation actually paid (“CAP”) (as defined by the SEC in Item 402(v) of Regulation S-K) for our NEOs and our financial performance for the fiscal years shown.
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Summary Compensation Table Total (2) |
|
Compensation Actually Paid (3) |
|
Average Summary Compensation Table Total (2) |
|
Average Compensation Actually Paid (3) |
|
Total Shareholder Return (4) |
|
Peer Group Total Shareholder Return (5) |
|
Net Income (Millions) (6) |
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|
2023 |
|
|
$ |
7,230,935 |
|
|
|
$ |
2,854,742 |
|
|
|
|
$1,634,032 |
|
|
|
|
$ 857,188 |
|
|
|
$ |
96.43 |
|
|
|
$ |
94.71 |
|
|
|
$ |
184.6 |
|
|
|
$ |
340.8 |
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
8,363,154 |
|
|
|
$ |
6,267,042 |
|
|
|
|
$1,286,427 |
|
|
|
|
$ 575,679 |
|
|
|
$ |
144.99 |
|
|
|
$ |
82.42 |
|
|
|
$ |
183.6 |
|
|
|
$ |
391.3 |
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
6,723,259 |
|
|
|
$ |
5,734,028 |
|
|
|
|
$1,407,832 |
|
|
|
|
$1,781,613 |
|
|
|
$ |
193.90 |
|
|
|
$ |
124.60 |
|
|
|
$ |
239.9 |
|
|
|
$ |
461.1 |
|
(1) |
NEOs included in these columns reflect the following individuals: |
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|
2023 |
|
Denise A. Paulonis |
|
Marlo M. Cormier, John H. Goss, Mark G. Spinks, Mary Beth Edwards |
|
|
|
2022 |
|
Denise A. Paulonis |
|
Marlo M. Cormier, John H. Goss, Mark G. Spinks, Mary Beth Edwards, Pam K. Kohn |
|
|
|
2021 |
|
Christian A. Brickman |
|
Marlo M. Cormier, John H. Goss, Mark G. Spinks, Pam K. Kohn, Aaron E. Alt |
(2) |
Amounts reflect Summary Compensation Table Total for our NEOs for each corresponding year. |
(3) |
The following tables illustrate the adjustments to the Summary Compensation Table Total for our CEO as well as the average for our other NEOs, to determine “compensation actually paid”, as computed in accordance with Item 402(v). Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |
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Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO |
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Summary Compensation Table Total |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
4,245,711 |
|
|
|
$ |
6,357,399 |
|
|
|
$ |
4,701,885 |
|
|
|
|
|
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
0 |
|
|
|
$ |
4,260,517 |
|
|
|
$ |
2,022,820 |
|
|
|
|
|
Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
-$ |
1,694,291 |
|
|
|
|
|
Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year |
|
|
$ |
2,370,656 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
|
|
Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
|
$ |
1,289,566 |
|
|
|
$ |
770 |
|
|
|
-$ |
2,837 |
|
|
|
|
|
Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
$ |
403,742 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
|
|
Compensation Actually Paid |
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Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Other NEOs |
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|
Average Summary Compensation Table Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
581,704 |
|
|
|
$ |
640,227 |
|
|
|
$ |
770,042 |
|
|
|
|
|
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
839,512 |
|
|
|
$ |
296,579 |
|
|
|
$ |
331,238 |
|
|
|
|
|
Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
|
|
$ |
166,112 |
|
|
|
-$ |
172,842 |
|
|
|
-$ |
335,892 |
|
|
|
|
|
Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year |
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
|
|
Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
|
$ |
57,066 |
|
|
|
$ |
83,141 |
|
|
|
-$ |
2,147 |
|
|
|
|
|
Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
$ |
107,205 |
|
|
|
$ |
277,399 |
|
|
|
$ |
0 |
|
|
|
|
|
Average Compensation Actually Paid |
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|
| For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement. The assumptions used in calculating the fair value of the Option and Stock Awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between May 22, 2018 and October 1, 2021 used an estimated term between 3.09 years and 7.10-years in FY21, an expected term between 3.10 years and 5.00 years in FY22, and an expected term between 2.97 years and 6.00 years in FY23, as compared to an estimated term of 6.00 years used to calculate the grant date fair value of such awards, and (ii) (a) the FY19-21 AOIG/ROIC PSU assumed a payout below target, the FY20-22 AOIG/ROIC PSU assumed a payout below threshold, the FY21-23 AOI PSU assumed a payout above target in FY21, (b) the FY20-22 AOIG/ROIC and FY21-23 AOI and FY22-24 AOIM PSU awards had payouts below threshold in FY22, and (c) FY21-23 AOI, FY22-24 AOIM PSU, and FY23-25 AOIM PSU awards had payouts below target in FY23, in each case as compared to the grant date fair value calculations which assumed a payout at target.
(4) |
Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the common stock of Sally Beauty Holdings, Inc., for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
(5) |
Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Dow Jones U.S. Specialty Retailers Index for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
(6) |
The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |
(7) |
Adjusted Operating Income (“AOI”) is our Company Selected Measure. Please see “Compensation Discussion and Analysis – FY23 Executive Compensation Program – Annual Incentive” section of this CD&A for AOI definition. |
|
|
|
Company Selected Measure Name |
Adjusted Operating Income
|
|
|
Named Executive Officers, Footnote |
(1) |
NEOs included in these columns reflect the following individuals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
Denise A. Paulonis |
|
Marlo M. Cormier, John H. Goss, Mark G. Spinks, Mary Beth Edwards |
|
|
|
2022 |
|
Denise A. Paulonis |
|
Marlo M. Cormier, John H. Goss, Mark G. Spinks, Mary Beth Edwards, Pam K. Kohn |
|
|
|
2021 |
|
Christian A. Brickman |
|
Marlo M. Cormier, John H. Goss, Mark G. Spinks, Pam K. Kohn, Aaron E. Alt |
|
|
|
Peer Group Issuers, Footnote |
Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Dow Jones U.S. Specialty Retailers Index for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends.
|
|
|
PEO Total Compensation Amount |
$ 7,230,935
|
$ 8,363,154
|
$ 6,723,259
|
PEO Actually Paid Compensation Amount |
$ 2,854,742
|
6,267,042
|
5,734,028
|
Adjustment To PEO Compensation, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO |
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
4,245,711 |
|
|
|
$ |
6,357,399 |
|
|
|
$ |
4,701,885 |
|
|
|
|
|
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
0 |
|
|
|
$ |
4,260,517 |
|
|
|
$ |
2,022,820 |
|
|
|
|
|
Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
-$ |
1,694,291 |
|
|
|
|
|
Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year |
|
|
$ |
2,370,656 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
|
|
Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
|
$ |
1,289,566 |
|
|
|
$ |
770 |
|
|
|
-$ |
2,837 |
|
|
|
|
|
Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
$ |
403,742 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
|
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,634,032
|
1,286,427
|
1,407,832
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 857,188
|
575,679
|
1,781,613
|
Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Other NEOs |
|
|
|
|
|
|
|
|
|
|
Average Summary Compensation Table Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
581,704 |
|
|
|
$ |
640,227 |
|
|
|
$ |
770,042 |
|
|
|
|
|
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year |
|
|
$ |
839,512 |
|
|
|
$ |
296,579 |
|
|
|
$ |
331,238 |
|
|
|
|
|
Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years |
|
|
$ |
166,112 |
|
|
|
-$ |
172,842 |
|
|
|
-$ |
335,892 |
|
|
|
|
|
Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year |
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
|
|
Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
|
$ |
57,066 |
|
|
|
$ |
83,141 |
|
|
|
-$ |
2,147 |
|
|
|
|
|
Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
$ |
107,205 |
|
|
|
$ |
277,399 |
|
|
|
$ |
0 |
|
|
|
|
|
Average Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
The following chart illustrates the relationship between CAP for our CEO and the average CAP for our Other NEOs against our TSR, as well as the relationship between our TSR and the TSR of our Peer Group:
|
|
|
Compensation Actually Paid vs. Net Income |
The following chart illustrates the relationship between CAP for our CEO and the average CAP for our Other NEOs against our Net Income:
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
The following chart illustrates the relationship between CAP for our CEO and the average CAP for our Other NEOs against our AOI:
|
|
|
Total Shareholder Return Vs Peer Group |
The following chart illustrates the relationship between CAP for our CEO and the average CAP for our Other NEOs against our TSR, as well as the relationship between our TSR and the TSR of our Peer Group:
|
|
|
Tabular List, Table |
The following is an unranked list of the financial performance measures we consider most important in linking company performance and compensation actually paid to our NEOs for the most recently completed fiscal year:
|
|
|
Total Shareholder Return Amount |
$ 96.43
|
144.99
|
193.9
|
Peer Group Total Shareholder Return Amount |
94.71
|
82.42
|
124.6
|
Net Income (Loss) |
$ 184,600,000
|
$ 183,600,000
|
$ 239,900,000
|
Company Selected Measure Amount |
340,800,000
|
391,300,000
|
461,100,000
|
PEO Name |
Denise A. Paulonis
|
Denise A. Paulonis
|
Christian A. Brickman
|
Measure:: 1 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
AOI
|
|
|
Measure:: 2 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
AOIM
|
|
|
Measure:: 3 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Comparable Sales
|
|
|
Measure:: 4 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
TSR
|
|
|
PEO | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ 4,701,885
|
$ 6,357,399
|
$ 4,245,711
|
PEO | Fair Value at Fiscal Year End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
2,022,820
|
4,260,517
|
0
|
PEO | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
1,694,291
|
0
|
0
|
PEO | Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
2,370,656
|
PEO | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
2,837
|
770
|
1,289,566
|
PEO | Fair Value as of Prior Fiscal Year End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
403,742
|
Non-PEO NEO | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
770,042
|
640,227
|
581,704
|
Non-PEO NEO | Fair Value at Fiscal Year End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
331,238
|
296,579
|
839,512
|
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
335,892
|
172,842
|
166,112
|
Non-PEO NEO | Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
Non-PEO NEO | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
2,147
|
83,141
|
57,066
|
Non-PEO NEO | Fair Value as of Prior Fiscal Year End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ 0
|
$ 277,399
|
$ 107,205
|