Sally Beauty (NYSE: SBH) details FY25 results, board diversity and 2026 proxy votes

Q: What key items will SBH (NYSE: SBH) stockholders vote on at the 2026 annual meeting?

Stockholders will vote on three proposals: electing ten directors to one-year terms, approving an advisory (non-binding) resolution on executive compensation , and ratifying KPMG LLP as the independent registered public accounting firm for fiscal 2026.

Q: When and how will Sally Beauty Holdings’ 2026 annual stockholder meeting be held?

The annual meeting will be held virtually via live webcast on January 22, 2026 at 9:00 a.m. Central Time . Stockholders can attend, vote electronically, and submit questions by visiting the meeting website and following the instructions in their proxy materials.

Q: How did Sally Beauty (SBH) perform financially in fiscal 2025?

In fiscal 2025, SBH generated net sales of $3.7 billion , a 0.4% decline from the prior year. Global e-commerce sales were $397 million , representing 11% of total net sales. The company reported GAAP and adjusted operating earnings of $328 million with an operating margin of 8.9%, and it repurchased about 5 million shares for an aggregate cost of $53 million .

Q: What are the main strategic accomplishments SBH highlights for FY25?

SBH cites progress in several areas, including a Sally brand refresh called “Sally Ignited,” digital initiatives such as improved site performance and same-day delivery, and product innovations like new brands (K18, Unite) and optimized own-brand promotions. The company also reports over $70 million of run-rate savings , high in-stock levels above 90%, and ongoing pilots like the Happy Beauty store concept.

Q: How diverse and independent is the Sally Beauty board of directors?

The slate of director nominees is 60% women and 40% men , with nine of ten nominees qualifying as independent under NYSE and SEC rules. The board emphasizes diversity across gender, race, experience and skills, and notes that all members of the key committees (Audit, Compensation and Talent, and Nominating, Governance and Corporate Responsibility) are independent directors.

Q: What sustainability and culture initiatives does SBH emphasize in this proxy?

SBH highlights its focus on human capital , culture and belonging , philanthropy , environmental sustainability , responsible sourcing , and data protection and cybersecurity . Examples include meeting a 25% post-consumer recycled content goal for own-brand packaging, reducing carbon emissions and electricity usage, expanding employee resource groups, and supporting anti–domestic violence efforts through the SBH Inspires Foundation.

Q: How does Sally Beauty oversee executive pay and talent management?

The Compensation and Talent Committee , composed entirely of independent directors, oversees executive compensation, talent strategy, and culture and belonging programs . It sets compensation philosophy, reviews CEO and executive pay relative to goals, considers stockholder advisory votes on pay, and uses an independent compensation consultant to benchmark programs against similar public companies.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

DEF 14A

Rhea-AI Filing Summary

Sally Beauty Holdings, Inc. is asking stockholders to vote at its virtual annual meeting on January 22, 2026 on three items: electing ten directors to one-year terms, approving an advisory vote on executive compensation, and ratifying KPMG LLP as auditor for fiscal 2026.

For fiscal 2025, SBH reported net sales of $3.7 billion, a 0.4% decrease from the prior year, with global e-commerce sales of $397 million, or 11% of total net sales. GAAP and adjusted operating earnings were both $328 million, with an 8.9% operating margin, and the company repurchased approximately 5 million shares for $53 million.

The board highlights corporate governance, diversity and sustainability, noting that 60% of director nominees are women and nine of ten nominees are independent. The company emphasizes initiatives in culture and belonging, human capital development, environmental sustainability, responsible sourcing, data protection and cybersecurity, and philanthropic efforts focused on combating domestic violence and supporting employees facing hardship.

12/10/2025 - 07:01 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

SALLY BEAUTY HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):




☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


SALLYBEAUTY HOLDINGS, INC.		2025 Proxy Statement

7900 Windrose Avenue, Plano, Texas 75024

LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Fellow Shareholders:

Fiscal 2025 was a strong year for our company, highlighted by strong operating and financial performance in the context of a rapidly changing and uncertain macro environment. We are pleased with the momentum we finished the year with while delivering full year financial results that exceeded our expectations. These results are a testament to the incredible execution of our teams across the globe and demonstrate the underlying strength of our business model.

To highlight a few of our operational successes from fiscal 2025:

•

We maintained our leadership position in hair color, delivering growth of 4%.

•

We delivered on our promise of customer centricity, driving strong growth in our Licensed Colorist on Demand consultation service by delivering standout education and advice.

•

We extended our reach and fueled digital growth with the expansion of our marketplaces strategy, adding Uber Eats to our already strong roster of partners, which includes Doordash, Instacart, Amazon and Walmart.

•

We delivered a continuous pipeline of product innovation, adding new powerhouse brands like K18 at Beauty Systems Group (“BSG”), and expanding our partnership with Sauce Beauty as well as adding newness in color from Wella and Iroiro at Sally.

•

We launched a comprehensive Sally brand refresh, which we are now calling Sally Ignited, designed to transform the business from a trusted beauty supplier to a modern, dynamic beauty powerhouse.

•

We generated an incremental $46 million of benefits through our Fuel for Growth Program in fiscal 2025, building our cumulative run-rate benefits to $74 million. Of that cumulative total, approximately $42 million flowed to the bottom line with the remaining $32 million being reinvested in the business.

•

And lastly, we were responsible stewards of capital, focused on building long-term value for all of our stakeholders.

Entering fiscal 2026, we have proven our ability to navigate a complex and dynamic external backdrop, and we will continue to execute, leveraging the power of our competitive and structural advantages, our global scale, our compelling value proposition, and the strong fundamentals of our business to drive top- and bottom-line growth. Our teams will focus on actioning six key growth drivers:

•

Understanding and Activating the Customer

•

Unlocking and Harvesting Digital Value

•

Differentiating with Assortment

•

Accelerating New Growth Pathways

•

Increase the Efficiency of our Operations and Further Build our Capacities

•

Enhance our Culture

In summary, our foundation is strong and our focus is clear. Our fiscal 2025 performance underpins our confidence that we have the strategy, capabilities, and teams in place to scale and win with significant runway for growth and value creation.

Annual Meeting Details

You are invited to attend the annual meeting of stockholders of SBH, to be held virtually on Thursday, January 22, 2026 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 10, 2025


SALLYBEAUTY HOLDINGS, INC.		2025 Proxy Statement

Sally beauty

holdings, inc.

7900 Windrose Avenue, Plano, Texas 75024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our stockholders:

The annual meeting of stockholders of Sally Beauty Holdings, Inc. (the “Company”) will be held virtually on Thursday, January 22, 2026, at 9:00 a.m., central time, for the purpose of considering and acting upon the following:

(1)

The election of the ten directors named in the accompanying Proxy Statement for a one-year term;

(2)

To approve an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation, as disclosed in the accompanying Proxy Statement;

(3)

The ratification of the selection of KPMG LLP as our independent registered public accounting firm for our 2026 fiscal year; and

(4)

To transact such other business as may properly come before the annual meeting or any adjournment thereof.

Only stockholders of record at the close of business on November 24, 2025 will be entitled to receive notice of and to vote at the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Thursday, January 22, 2026:

The Proxy Statement and the 2025 Annual Report to stockholders are available at:

www.edocumentview.com/sbh


	By Order of the Board of Directors,

	Corporate Secretary

December 10, 2025

      IMPORTANT:
We urge you to vote your shares at your earliest convenience to ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone via toll-free number or by signing, dating, and returning the enclosed proxy card will save us the expense and extra work of additional solicitation. If your shares are held in street name by a bank, broker or other similar holder of record, your bank, broker or other similar holder of record is not permitted to vote on your behalf on Proposal 1 (election of directors) or Proposal 2 (approval of an advisory resolution regarding the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation) unless you provide specific instructions by completing and returning a voting instruction form or following the voting instructions provided to you by your bank, broker or other similar holder of record. Enclosed is an addressed, postage-paid envelope for those voting by mail in the United States. Because your proxy is revocable at your option, submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so. Please refer to the voting instructions included on your proxy card or the voting instructions forwarded by your bank, broker, or other similar holder of record if you hold your shares in street name.


SALLYBEAUTY HOLDINGS, INC.	2	2025 Proxy Statement



4	2025 PROXY STATEMENT SUMMARY

12	PROPOSAL 1			– ELECTION OF DIRECTORS

18	BOARD NOMINEE QUALIFICATIONS AND EXPERIENCE

20	CORPORATE GOVERNANCE, THE BOARD AND ITS COMMITTEES

20		Board Purpose and Structure

20		Corporate Governance Philosophy

21		Board Diversity

22		Sustainability

		22	Purpose and Values

		22	Governance

		23	Ethics Code

		23	Human Capital

		27	Culture and Belonging

		29	Philanthropy and Community Impact

		30	Environmental Sustainability

		31	Responsible Sourcing and Supply Chain

		32	Data Protection and Cybersecurity

32		Director Independence

33		Nomination of Directors

33		Stockholder Recommendations or Nominations for Director Candidates

34		Director Qualifications

34		Annual Election of Directors

34		Mandatory Retirement of Directors

34		Directors Who Change Their Present Job Responsibilities

35		Board Self Evaluations

35		Board Meetings and Attendance

35		Board Leadership Structure

35		Communications with the Board

36		Board’s Role in the Risk Management Process

36		Committees of the Board of Directors

38		Compensation Committee Interlocks and Insider Participation

39		Compensation Risk Assessment

39		Related Party Transactions


SALLYBEAUTY HOLDINGS, INC.	3	2025 Proxy Statement



41		Directors’ Compensation and Benefits

41		Narrative Discussion of Director Compensation Table

42		Director Indemnification Agreements

43		No Material Proceedings

44	BENEFICIAL OWNERSHIP OF THE COMPANY’S STOCK

45		Securities Owned by Directors and Executive Officers

46		Persons Owning More than Five-percent

47	PROPOSAL 2		– ADVISORY VOTE ON EXECUTIVE COMPENSATION

48	EXECUTIVE OFFICERS

50	EXECUTIVE COMPENSATION

50	Compensation Discussion and Analysis

72	Compensation and Talent Committee Report

73	Compensation Tables

84	CEO Pay Ratio

85	Pay Versus Performance

88	PROPOSAL 3		– RATIFICATION OF SELECTION OF AUDITORS

89		Report of the Audit Committee

90	DEADLINES AND PROCEDURES FOR NOMINATIONS AND STOCKHOLDER PROPOSALS

91	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

96	OTHER MATTERS

A-1	APPENDIX 1 – NON-GAAP FINANCIAL NUMBERS RECONCILIATION

2025 PROXY STATEMENT SUMMARY

Proxies are being solicited by the Board of Directors of Sally Beauty Holdings, Inc. (NYSE: SBH) (“we,” “us,” "SBH," or the “Company”) to be voted at our 2026 Annual Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS


Time and Date		9:00 a.m. Central Time, January 22, 2026
Place		This year’s annual meeting will be virtual and will be held solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting meetnow.global/MYVLCJG and following the instructions on your Notice, proxy card, or on the instructions that accompanied your proxy materials. Please refer to the Q&A section beginning on page 91 for instructions on how to attend the virtual meeting.
Record Date		November 24, 2025
Voting		Stockholders as of the Record Date are entitled to notice of, and to vote at, the annual meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

On or about December 10, 2025, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record as of the Record Date. The Notice contains instructions on how to access over the internet the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement, form of proxy and Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (FY25).

VOTING MATTERS


Proposal	Board Vote Recommendation	Page Reference (for more detail)
Proposal 1: Elect ten directors	FOR each Nominee	12
Proposal 2: Approve, on an advisory basis, compensation of our named executive officers (NEOs)	FOR	47
Proposal 3: Ratify KPMG LLP as our independent registered public accounting firm for fiscal 2026	FOR	88


SALLYBEAUTY HOLDINGS, INC.	4	2025 Proxy Statement

2025 PROXY STATEMENT SUMMARY

DIRECTOR NOMINEES

Ten nominees are standing for election at the 2026 Annual Meeting for one-year terms as directors. The following table provides summary information about each of the director nominees as well as their committee memberships. The table also discloses the Board’s determination as to the independence of each nominee under the listing standards of the New York Stock Exchange (“NYSE”) and relevant rules of the Securities and Exchange Commission (“SEC”). Additional information about each nominee’s background and experience can be found beginning on page 12. To be elected, each nominee must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election.


Name	Age	Director Since	Occupation	Experience / Qualification	Indep.	AC	C&T	NG/CR	EC

Denise Paulonis	53	May 2018	President & CEO, Sally Beauty Holdings, Inc.	Management,Finance, Audit, International Retail					•
Rachel R. Bishop, Ph.D.	52	July 2022	Former President, Hefty Tableware, Reynolds Consumer Products	Consumer Products, Retail, ESG, M&A	✓		•	•
Jeffrey Boyer	67	July 2022	CFO, UI Solutions Group	Management, Audit, Retail	✓	•	•
Diana S. Ferguson (Board Chair)	62	January 2019	Principal, Scarlett Investments LLC	Management, Finance	✓		C		•
Dorlisa K. Flur	60	January 2020	Advisor, Former Chief Strategy & Transformation Officer, Southeastern Grocers	Management, Mass Market Retail Transformation	✓	•		•
James M. Head	60	January 2021	CFO, Alignment Health	Finance, Strategy, M&A	✓	•			C
Lawrence “Chip” P. Molloy	64	July 2022	Retired; Former CFO, Sprouts Farmers Market	Management, Finance, Audit	✓	C			•
Erin Nealy Cox	55	July 2021 (Also Aug. 2016 to Nov. 2017)	Partner, Kirkland & Ellis	Cyber Security, Governance, Legal	✓			C	•
Debra Perelman	52	January 2025	Executive Chair, Stripes Beauty	Beauty Industry, Finance, Retail, Management	✓		•	•
Max Rangel	57	June 2025	CEO, PetSafe Brands	Retail, Finance, Management, M&A, Consumer Products	✓		•	•

Committees:

AC = Audit CC = Compensation & Talent NG/CR = Nominating, Governance and Corporate Responsibility

EC = Executive C = Chair

Each director nominee elected will serve until the 2027 annual meeting. The Board recommends a vote FOR each nominee.


SALLYBEAUTY HOLDINGS, INC.	5	2025 Proxy Statement

2025 PROXY STATEMENT SUMMARY

BOARD NOMINEES SNAPSHOT




6 of 10 Director Nominees are Women 2 of 10 Director Nominees are Ethnically Diverse	9 of 10 Director Nominees are Independent




58 years Median Age	3.5 years Average Tenure


SALLYBEAUTY HOLDINGS, INC.	6	2025 Proxy Statement

2025 PROXY STATEMENT SUMMARY

FY25 PERFORMANCE

(1)

Please see “Executive Compensation — Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” section for Comparable Sales and Adjusted Operating Income (“AOI”) definition.

(2)

Information in this Proxy Statement includes discussion of financial metrics that are not calculated in accordance with U.S. GAAP, including AOI, Adjusted Operating Income Margin ("AOIM") and Adjusted Diluted Earnings per Share ("EPS"). Please see Appendix 1 for a reconciliation of these measures to financial measures derived in accordance with U.S. GAAP.

(3)

3-Year Average Return on Invested Capital (“ROIC”) is defined as net income plus after-tax interest expense divided by monthly invested capital over the three-year performance period.

•

Net Sales were $3.7 billion, a 0.4% decrease over the prior year.

•

Global E-Commerce Sales were $397 million and represented 11% of total net sales.

•

GAAP operating earnings of $328 million and GAAP operating margin of 8.9%, Adjusted Operating Earnings of $328 million and Adjusted Operating Margin of 8.9%.

•

Repurchased approximately 5 million shares at an aggregate cost of $53 million.


SALLYBEAUTY HOLDINGS, INC.	7	2025 Proxy Statement

2025 PROXY STATEMENT SUMMARY

FY25 STRATEGIC OBJECTIVES AND ACCOMPLISHMENTS


Customer Centricity	Shape the Customer Experience of the Future	✓ Successfully executed a Sally brand refresh marketing, digital and media test as well as 2 waves of store remodels; Also built a roadmap for further implementation, now named "Sally Ignited" ✓ Opened 12 new stores in Mexico ✓ Launched a loyalty program in Sally Europe
	Unlock & Harvest Digital Value	✓ Significantly improved site speeds and performance for both Sally and CosmoProf sites, reducing friction and enabling more seamless interactions ✓ Successfully launched Uber same day delivery
	Understand & Activate the Customer	✓ Enhanced personalization and customer journeys to improve Sally active customer retention and increase conversion & basket value ✓ Successfully used customer data to understand the business and make strategic decisions and adjustments
Own Brands & Innovation	Be the Best Partner in Pro Beauty (BSG)	✓ Successfully integrated and delivered on Florida Moroccanoil acquisition ✓ Delivered on territory and channel expansions including Amika, Color Wow, and Moroccanoil & successfully launched K18 and Unite ✓ Launched a skincare test with high-efficacy brand offerings and aligned a go-forward strategy
	Differentiate with Own Brands	✓ Successfully optimized Sally Own Brand promotions with right balance of discount depth and cadence to expand margin ✓ Launched on-trend products Ion glossing and healthy scalp, expanding into Bondbar treatments and styling to support Own Brand sales ✓ Refreshed Texture ID and Inspired by Nature to support Own Brand future sales growth while creating playbook for future brand refreshes ✓ Grew own brand penetration in Europe
	Expand Happy Beauty Pilot, Innovating Concept as We Learn	✓ Launched an additional 10 stores and continue to evaluate performance for strategy revisions ✓ Continued innovation of the Happy Beauty pilot, with strategy revision implementation prior to the 2025 holiday season


SALLYBEAUTY HOLDINGS, INC.	8	2025 Proxy Statement

      Efficiency & Optimization

      Create Fuel for Growth
by Thinking Differently
About How We Operate

      ✓   Successfully maintained in-stock inventory of greater than 90% for both Sally and BSG
✓   Delivered over $70M of run rate savings
✓   Delivered over $5M run rate operating profit improvement for Sally Europe
✓   Initiated steps toward Supply Chain of the Future, including developing and installing an initial instance of Manhattan Active Warehouse Management System and establishing a material handling solution for dual banner operation in the Reno Distribution Center

      Sustainability
& Culture

      Make Meaningful,
Measurable Progress on
Sustainability & Culture

      ✓  Met or exceeded our goal of 25% post-consumer recycled content for Own Brand packaging
✓   Completed initial phases to deliver and utilize data collection for sustainability reporting required by Europe and California
✓   Maintained our engagement survey result scores
✓   On track with our corporate support center relocation to Plano, Texas


SALLYBEAUTY HOLDINGS, INC.	9	2025 Proxy Statement

[THIS PAGE INTENTIONALLY LEFT BLANK]


SALLYBEAUTY HOLDINGS, INC.	10	2025 Proxy Statement

2025 PROXY STATEMENT SUMMARY

FY25 CORPORATE GOVERNANCE HIGHLIGHTS

•

Director Nominee slate is 60% women and 40% men.

•

Director Nominees serve one-year, non-staggered terms.

•

By-Laws updated in FY25 for updates to laws and current practices.

FY25 SUSTAINABILITY HIGHLIGHTS – The Board continued its focus on advancing company-wide culture and sustainability efforts, which are focused on the main areas where we can have a meaningful impact:

1) Associates: Details starting on page 26

2) Culture and Belonging: Details starting on page 26

3) Philanthropy and Community Impact:

•

SBH Inspires Foundation: raised over $90,000 to support efforts against domestic violence and abuse

•

In-kind Product: donated over $100,000 of SBH product to local and national domestic violence shelters supporting those in need

•

Employee Relief Fund: raised over $65,000 to assist associates impacted by natural disasters or domestic violence

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 FY25, 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 associate training.

FY25 STOCKHOLDER OUTREACH – During FY25, 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.

FY25 EXECUTIVE COMPENSATION HIGHLIGHTS – Highlights of our Named Executive Officer compensation program – including NEO Changes and Compensation Program Changes for FY25 and FY26 – are described in the Compensation Discussion & Analysis section beginning on page 50.


SALLYBEAUTY HOLDINGS, INC.	11	2025 Proxy Statement


SALLYBEAUTY HOLDINGS, INC.	12	2025 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

Our current Board of Directors consists of ten individuals, nine of whom qualify as independent of us under the rules of the New York Stock Exchange ("NYSE"). All of our directors are standing for re-election. Our Certificate of Incorporation and our By-Laws provide for the annual election of each of our directors for one-year terms.

Following the recommendations of our Nominating, Governance and Corporate Responsibility Committee, our Board of Directors has nominated the following ten individuals for election to our Board of Directors:
Ms. Paulonis, Ms. Bishop, Mr. Boyer, Ms. Ferguson, Ms. Flur, Mr. Head, Mr. Molloy, Ms. Nealy Cox, Ms. Perelman, and Mr. Rangel. Accordingly, this Proposal 1 seeks the election of these ten individuals to be directors, each with a one-year term that will expire at the annual meeting of stockholders in 2027.

Unless otherwise indicated, all proxies that authorize the proxy holders to vote for the election of directors will be voted “FOR” the election of the nominees listed below. If a nominee becomes unavailable for election as a result of unforeseen circumstances, it is the intention of the proxy holders to vote for the election of such substitute nominee, if any, as the Board of Directors may propose. As of the date of this Proxy Statement, each of the nominees has consented to serve and the Board is not aware of any circumstances that would cause a nominee to be unable to serve as a director.

Each director nominee is a current director with a term expiring at this annual meeting. Each director nominee has furnished to us the following information with respect to their principal occupation or employment and principal directorships:




	Denise A. Paulonis
	Director, President and Chief Executive Officer, age 53 Ms. Paulonis has served on our Board of Directors since May 2018 and is the Company’s President and Chief Executive Officer, a role she has held since October 2021. Prior to being appointed to her current role, Ms. Paulonis served as Chief Financial Officer of Sprouts Farmers Market, Inc. Prior to joining Sprouts in February 2020, Ms. Paulonis was the Executive Vice President and Chief Financial Officer of The Michaels Companies, a position she held from August 2016 to January 2020. Ms. Paulonis joined Michaels in September 2014 and served as its Senior Vice President, Finance and Treasurer from November 2015 to August 2016 and as its Vice President, Corporate Finance, Investor Relations and Treasury from September 2014 to November 2015. Prior to joining Michaels, Ms. Paulonis held various senior level positions with PepsiCo and McKinsey & Company, after starting her career at Procter & Gamble. She holds an M.B.A. from The Wharton School at the University of Pennsylvania and a Bachelors of Science in Finance and Economics from Miami University. Ms. Paulonis has served on the Conagra Brands Board of Directors since August 2022. We believe that Ms. Paulonis’ executive, management and finance experience well qualifies her to serve on our Board.


SALLYBEAUTY HOLDINGS, INC.	13	2025 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

       Rachel R. Bishop, Ph.D.

       Director, age 52
Ms. Bishop was elected to our Board of Directors in July 2022. Ms. Bishop brings more than 20 years of experience in consumer goods, manufacturing and retail. She most recently served as President, Hefty Tableware at Reynolds Consumer Products (NASDAQ: REYN) from February 2019 to June 2025, where she oversaw a $1Bn portfolio of consumer products. She was a member of the management team that led Reynolds through a successful IPO in January 2020. Prior to joining Reynolds, she held senior positions with Treehouse Foods, Inc., (NYSE: THS) from 2014 through 2018, including President, Snacks Division and SVP & Chief Strategy Officer. Her previous roles include GVP Retail Development and Global Merchandising at The Walgreen Co., now Walgreens Boots Alliance Inc., and started her business career with eight years at McKinsey & Company. Ms. Bishop holds a Ph.D. in Materials Science and Engineering from Northwestern University, and a Bachelor of Science in Materials Science and Engineering, and in Geophysics from Brown University. We believe that Ms. Bishop’s strong executive background in consumer products, retail, ESG, M&A and strategic planning well qualifies her to serve on our Board.

       Jeffrey Boyer

       Director, age 67
Mr. Boyer was elected to our Board of Directors in July 2022. Mr. Boyer is an experienced finance and operations executive and retail industry veteran. He currently serves as Chief Financial Officer of UI Solutions Group. He formerly served as Chief Operating Officer of Fossil Group (NASDAQ: FOSL) from March 2021 to March 2024 and from September 2024 to January 2025 after having held the roles of interim Chief Executive Officer from March 2024 to September 2024 and of Chief Financial Officer and Treasurer from October 2017 to April 2020. Mr. Boyer also served as a director on Fossil Group’s Board from 2007 to 2017, including serving as Chair and a member of its Audit Committee. Prior to joining Fossil Group, Mr. Boyer held Chief Financial Officer roles at Pier 1 Imports, Tuesday Morning, and Michaels Stores, Inc., among others. He began his career at PricewaterhouseCoopers. Mr. Boyer holds a Bachelor of Science in Finance from the University of Illinois. We believe that Mr. Boyer’s extensive finance and operations experience, and his executive leadership in retail, well qualifies him to serve on our Board.


SALLYBEAUTY HOLDINGS, INC.	14	2025 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

        
       Diana S. Ferguson

       
       Director, age 62
Ms. Ferguson has served on our Board of Directors since January 2019 and as the Chair of our Board since January 2023. Ms. Ferguson has served as a principal of Scarlett Investments, LLC, a private investment firm, since 2013. She formerly served as Chief Financial Officer to Cleveland Avenue, LLC, a venture capital investment firm, from September 2015 to December 2020. She also served as Chief Financial Officer of the Chicago Board of Education from February 2010 to May 2011 and as Senior Vice President and Chief Financial Officer of The Folgers Coffee Company from April 2008 to November 2008 when Folgers was sold. Prior to joining Folgers, she was Executive Vice President and Chief Financial Officer of Merisant Worldwide, Inc. Ms. Ferguson also served as the Chief Financial Officer of Sara Lee Foodservice, a division of Sara Lee Corporation, and in a number of leadership positions at Sara Lee Corporation, including Senior Vice President of Strategy and Corporate Development, as well as Treasurer.
She currently is a director of Mattel, Inc. (NASDAQ: MAT), where she serves on the Audit Committee and is also a director of Gartner, Inc. (NYSE: IT), where she chairs the Governance/Nominating Committee. We believe that Ms. Ferguson’s executive, management and finance experience well qualifies her to serve on our Board.


SALLYBEAUTY HOLDINGS, INC.	15	2025 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

       Dorlisa K. Flur

       Director, age 60
Ms. Flur has served on our Board of Directors since 2020. Ms. Flur is a corporate director and strategic advisor to companies in the retail industry. She currently serves as a director of United States Cold Storage, a wholly-owned subsidiary of John Swire & Sons, Ltd., and chairs its Strategy Committee. She is also a trustee of Blue Cross Blue Shield of NC and serves on its Audit and Nominating & Governance committees. She previously served on the boards of public retailers, Hibbett, Inc., and SpartanNash, Inc., through their respective sales.
Ms. Flur has served as senior advisor to Southeastern Grocers, Inc. since August 2018 and was previously its Chief Strategy and Transformation Officer from August 2016 to July 2018. Ms. Flur previously served as Executive Vice President, Omnichannel for Belk, Inc. from 2013 to 2016, where she integrated stores and eCommerce and also led supply chain. Prior to that she was Vice Chair, Strategy and Chief Administrative Officer at Family Dollar Stores, Inc. where she held a series of top operating roles including real estate, marketing and merchandising as the company scaled from 5000 to 7500 stores. 
Ms. Flur is a former partner of McKinsey & Company, Inc. and co-led its Charlotte, North Carolina office. She is a Board Leadership Fellow of the National Association of Corporate Directors and is NACD Directorship Certified™. She also earned Harvard Business School's Corporate Director Certificate. We believe that Ms. Flur’s governance, executive and management experience, including extensive work driving transformations within mass market retail, well qualifies her to serve on our Board.

       James M. Head

       Director, age 60
Mr. Head was elected to our Board of Directors in January 2021. Mr. Head currently serves as the Chief Financial Officer of Alignment Health, a position he has held since May 2025.  Prior to being appointed to his current role, he served as has served as the Executive Vice President and Chief Financial Officer of Claritev from November 2021 to August 2024.  Mr. Head also served as a Partner at BDT & Company, LLC from 2016 until June 2021 and, prior to that, worked at Morgan Stanley for 22 years where he held various executive leadership roles, including Co-Head of the Mergers, Acquisitions and Restructuring Group, Americas from 2013 to 2016; Co-Head of the Financial Institutions M&A Group, Americas from 2008 to 2013; and Managing Director from 2003 to 2016. We believe that Mr. Head’s financial, strategic, and transactional experience - including over 30 years as an investment banker involved in complex financial and strategic transactions - well qualifies him to serve on our Board.


SALLYBEAUTY HOLDINGS, INC.	16	2025 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

        
       Lawrence “Chip” P. Molloy

        
       Director, age 64
Mr. Molloy was elected to our Board of Directors in July 2022. Mr. Molloy brings finance, private equity and board experience to Sally Beauty. He retired from Sprouts Farmers Market (NASDAQ: SFM) in January 2024 where he was Chief Financial Officer from September 2021 through 2023, Chair of the Audit and Compensation Committees of Sprouts’ Board from 2012 to 2021 and Interim Chief Financial Officer from June 2019 to February 2020. Mr. Molloy currently sits on the Board of Black Rifle Coffee Company (NYSE: BCC) and Pet Value Holdings Ltd. (TSX: PET)  and chairs of the Audit Committee for each.  Previously, Mr. Molloy served Torrid, Inc. as a director and Audit Committee chair from 2018 to 2021, and Interim Chief Executive Officer from January 2018 to August 2018. His previous roles also include serving as Senior Advisor at Roark Capital Group, a private equity firm focused predominately on the restaurant and retail sectors, as well as holding Chief Financial Officer roles at Under Armour and PetsMart. Prior to his business career, Chip served as a U.S. Navy fighter pilot for 10 years, later retiring from the Naval Reserve with the rank of Commander. Mr. Molloy holds an MBA from the University of Virginia and a Bachelor of Science in Computer Science from the US Naval Academy. We believe that Mr. Molloy’s extensive executive and finance experience well qualifies him to serve on our Board.

        
       Erin Nealy Cox

        
       Director, age 55
Ms. Nealy Cox has served on our Board of Directors since July 2021 and is a partner in the Government, Regulatory and Internal Investigations Group at Kirkland & Ellis.  Ms. Nealy Cox is a trial attorney, cybersecurity expert and former federal prosecutor who also served as an independent director on our Board from August 2016 to November 2017. She resigned from the Board when she was nominated and confirmed as the U.S. Attorney for the Northern District of Texas. Ms. Nealy Cox served in this role until January 2021.
Prior to her appointment as the U.S. Attorney, she served briefly in 2017 as a senior advisor at McKinsey & Co. in the consulting firm’s cybersecurity and risk practice. From 2008 to 2016 Ms. Nealy Cox was executive managing director at Stroz Friedberg, a cybersecurity and investigations consulting firm. She began her career serving as an Assistant U.S. Attorney for ten years in the Northern District of Texas. We believe that Ms. Nealy Cox’s executive management, cybersecurity and legal experience well qualifies her to serve on our Board.


SALLYBEAUTY HOLDINGS, INC.	17	2025 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

       Debra Perelman

       Director Nominee, age 52
Ms. Perelman has served on our Board since January 2025.  She is a successful advisor and investor who partners with investors and management teams to scale CPG brands. She is currently a Managing Partner at InviNext Growth Partners as well as advisor to several beauty and wellness businesses. Ms. Perelman served as President and Chief Executive Officer of Revlon, Inc. from May 2018 to August 2023 and as Chief Operating Officer from January 2018 to May 2018. Prior to joining Revlon, Ms. Perelman served as Executive Vice President, Strategy and New Business Development from January 2012 until January 2018 at MacAndrews & Forbes Incorporated where she focused on new technology investment opportunities, strategy and portfolio management. Ms. Perelman is currently a director of AMC Networks (NASDAQ: AMCX), where she serves on its Audit Committee; Bed Bath & Beyond, Inc. (NYSE: BBBY), where she serves on its Compensation and Nominating and Corporate Governance Committees and chairs its Investment Committee; Sphere Entertainment Co. (NYSE: SPHR), where she sits on its Audit Committee. Ms. Perelman also sits on the board of Stripes Beauty and is co-founder and board member of the Child Mind Institute, an independent, national nonprofit dedicated to transforming the lives of children and families struggling with mental health and learning disorders. We believe that Ms. Perelman's beauty and retail and executive management experience well qualifies her to serve on our Board.

       Max Rangel

       Director Nominee, age 57
Mr. Rangel was elected to our Board of Directors in June 2025. He currently serves as the CEO of PetSafe Brands, a position he has held since November 2025.  Mr. Rangel served as Global President and CEO of Spin Master from April 2021 to July 2025 and Global President of Spin Master from January 2021 to April 2021. Prior to joining Spin Master, he held executive positions with S.C. Johnson & Sons from 2015 to 2020, including President, Lifestyle Brands, International Markets and Strategic Growth, and President of Asia Pacific, Africa, Middle East and Russia Regions. Mr. Rangel also served as Senior Vice President, Global Chocolate, for The Hershey Company (NYSE: HSY) from 2012 to 2015. Prior to The Hershey Company, Mr. Rangel held various leadership positions during his 22 years with Procter & Gamble. Mr. Rangel serves as a member of the Advisory Board of Break the Ceiling Touch the Sky. We believe that Mr. Rangel's executive management, beauty, and retail experience well qualifies him to serve on our Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

BOARD NOMINEE QUALIFICATIONS AND EXPERIENCE

SBH BOARD SKILLS MATRIX

       
      Skills category

      Bishop

      Boyer

      Ferguson

      Flur

      Head

      Molloy

      Nealy Cox

      Paulonis

      Perelman

      Rangel

      Total

      
      Public Company CEO/C-Ievel experience at corporate or significant operating subsidiary or business unit level

      X

      X

      X

      X

      X

      X

      X

      X

      X

      9

      Professional services experience in a senior role at a top consulting, investment banking, or legal firm

      X

      X

      X

      X

      X

      X

      6

      
      Public Board Governance experience as director of a publicly traded company

      X

      X

      X

      X

      X

      X

      X

      X

      X

      9

      Independence satisfies the NYSE’s independence requirements

      X

      X

      X

      X

      X

      X

      X

      X

      X

      9

      Financial Expertise satisfies the NYSE’s definition of “audit committee financial expert”

      X

      X

      X

      X

      X

      X

      6

      
      Beauty Industry experience in manufacturing, distribution, or sale of cosmetics and other personal care products

      X

      X

      X

      X

      X

      X

      6

      Retail Sector experience in a senior management role responsible for retail operations

      X

      X

      X

      X

      X

      X

      X

      X

      8

      International Operations executive-level experience in a firm with global operations

      X

      X

      X

      X

      X

      X

      X

      X

      X

      9

      
      Marketing/branding/ merchandising experience building or repositioning a consumer brand

      X

      X

      X

      X

      X

      5

      Cyber/technology leadership experience or special expertise/certification in cybersecurity, AI, digital transformation

      X

      X

      X

      3

      Strategic Growth experience in portfolio management, new business development or M&A

      X

      X

      X

      X

      X

      X

      X

      7


SALLYBEAUTY HOLDINGS, INC.	18	2025 Proxy Statement

BOARD NOMINEE DIVERSITY


Gender
	Female	Male

Total	6	4

Asian, South Asian, Southeast Asian or East Asian	—	—
Native Hawaiian or Pacific Islander	—	—
Middle Eastern	—	—
Black or African American	1	—
Hispanic or Latino	—	1
Native American or Alaskan Native	—	—
White	5	3
Multiracial or Biracial	—	—


SALLYBEAUTY HOLDINGS, INC.	19	2025 Proxy Statement

CORPORATE GOVERNANCE,
THE BOARD AND ITS COMMITTEES

BOARD PURPOSE AND STRUCTURE

The Board oversees, counsels, and directs management in the long-term interests of the Company and our stockholders. The Board’s responsibilities include:

•

providing strategic guidance to our management;

•

overseeing the conduct of our business and the assessment of our business and other enterprise risks to evaluate whether the business is being properly managed;

•

selecting, evaluating the performance of, and determining the compensation of the CEO and other executive officers;

•

planning for succession with respect to the position of CEO and monitoring management’s succession planning for other executive officers; and

•

overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics.

CORPORATE GOVERNANCE PHILOSOPHY

We are committed to conducting our business in a way that reflects best practices and high standards of legal and ethical conduct. To that end, our Board of Directors has approved and oversees a comprehensive system of corporate governance policies and programs. These documents meet or exceed the requirements established by the NYSE listing standards and by the SEC and are reviewed periodically and updated as necessary under the guidance of our Nominating, Governance and Corporate Responsibility Committee to reflect changes in regulatory requirements and evolving oversight practices.

Because our Board is committed to corporate governance best practices, we are committed to integrating responsible sustainability and corporate responsibility initiatives into our operations and strategic business objectives.


SALLYBEAUTY HOLDINGS, INC.	20	2025 Proxy Statement

Sustained
Commitment to
Board Diversity

•

Percentage of women on our Board increased

from 22% to 60% in past 9 years

•

Board nominated for 2023 award for

Promoting greater diversity and inclusion (NACD)

•

Four-time winner of Champions Award for

accelerating gender balance
(Women’s Forum of NY)

BOARD DIVERSITY

We value boardroom diversity as integral to effective corporate governance. We believe that board diversity – gender, race, age, insight, background, personality, and professional experience – is a necessity that improves the quality of strategic decision-making and long-term vision, and represents the kind of company we aspire to be.

Over the past nine years the Board has made meaningful efforts to diversify board membership, increasing the percentage of women on our Board from 22 percent to 60 percent. In addition, in 2023, we began disclosing the demographic background and gender of each director nominee. This enhanced diversity has strengthened board-level expertise in critical areas such as: consumer goods and global retailing; corporate financial management; strategic planning and transaction execution; data protection and cybersecurity; and integrated marketing, digital experience, e-commerce and mobile.

       Our Board’s leadership by example on diversity continues to be recognized. In FY25, Women Inc. recognized all six of our female directors in its list of Most Influential Women Corporate Board Directors.  In November 2023 the Company became a four-time winner of a “Corporate Champions” award, bestowed by the Women’s Forum of New York, which promotes gender parity and diversity on corporate boards. The Women’s Forum named SBH as a “50% Plus Corporate Champion”, the highest tier awarded for S&P 500 and Fortune 1000 companies with board seats held by women. In FY22 the National Association of Corporate Directors (NACD) named SBH director Dorlisa Flur to the prestigious 2022 NACD Directorship 100™, which honors “those who have demonstrated exemplary board leadership and innovation in corporate governance.” The NACD also named our Board as a nominee for a 2023 NACD NXT™ Recognition Award.
These awards showcase board expertise and practices that promote greater diversity and inclusion.
Under our Corporate Governance Guidelines, the Nominating, Governance and Corporate Responsibility Committee recommends to the Board criteria for selection of directors and reviews periodically with the Board the criteria adopted by the Board. Although the Guidelines do not contain a specific policy on diversity, the Board demonstrates — by its own diverse composition — its commitment to diversity and inclusion.

      

The Corporate Governance Guidelines are available on our website at https://www.sallybeautyholdings.com/investor-relations and are available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

Our Board recognizes that they play a crucial role in setting the tone for the Company’s workplace culture. The Board has encouraged leaders to hire exceptional employees that bring diversity of thought that allows us to better anticipate the needs and concerns of our various customers. By hiring people with diverse voices, listening to them, and responding accordingly, we believe that we are taking the necessary steps to maintain our long-term sustainability.


SALLYBEAUTY HOLDINGS, INC.	21	2025 Proxy Statement

SUSTAINABILITY
VALUES IN OUR CODE OF
CONDUCT & ETHICS:

•

We are committed to conducting
business as a good corporate citizen, ethically
and with integrity.

•

We believe in conducting operations
for protection of the environment
and the general public, and with
regard for the welfare – safety,
respect and dignity -- of our
associates.

SUSTAINABILITY

       PURPOSE AND VALUESEvery aspect of our sustainability program is integrally tied to and reflects our company purpose and values. Our purpose and values reflect and emphasize our commitment to being a good corporate citizen and inspiring a more sustainable world. We are committed to reflecting our purpose and core values in everything we do, especially in our culture, and sustainability focus areas of responsible supply chain and energy management.
Our culture initiatives are our commitments to strive to create a world that is more colorful and welcoming, where people can be themselves and where diversity is beautiful. Our Sustainability initiatives are our commitments to being part of something bigger, and caring for our people, customers, communities, and planet.
GOVERNANCEOur Board of Directors believes that sustainability issues are essential to our Company’s long-term performance and value creation. The Board is committed to corporate governance best practices and to integrating responsible sustainability initiatives into our operations and strategic business objectives.

      

Our Board and the Nominating, Governance and Corporate Responsibility Committee have oversight of the Company’s sustainability plan. On a quarterly basis, this committee receives updates on management’s execution of sustainability initiatives.

On an annual basis, this committee advises on the long-term design of the Company’s sustainability program. In 2020, the Compensation and Talent Committee was delegated oversight authority over the Company’s culture and belonging programs and goals. The charters for both Committees are available at https://www.sallybeautyholdings.com/investor-relations. We have not incorporated by reference into this Proxy Statement the information included on or linked from our website, and you should not consider it to be part of this Proxy Statement.

Management of sustainability-related projects is led by our Chief Legal and Human Resources Officer. He coordinates a cross-functional team of subject matter experts to drive sustainability. Management reports quarterly to and engages with the Board and its Committees regarding progress against our sustainability goals.


SALLYBEAUTY HOLDINGS, INC.	22	2025 Proxy Statement

ETHICS CODE

Our Company’s core values regarding corporate responsibility are reflected in our Code of Business Conduct and Ethics (“Ethics Code”), which is the standard of conduct that applies to all of our employees, officers and directors. The Ethics Code reflects the Board’s beliefs about how we should conduct ourselves individually and as a company, and includes the following core principles relating to corporate responsibility and sustainability matters: we intend to operate our business as a good corporate citizen; conduct operations with regard to the welfare of our employees and for the protection of the environment; and provide equal opportunity to all employees.

Our Ethics Code is available on our website at https://www.sallybeautyholdings.com/investor-relations and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations. We intend to disclose on our website any substantive amendment to, or waiver from, a provision of the Ethics Code that applies to our principal executive officer, our principal financial officer, our principal accounting officer, or persons performing similar functions.

Our sustainability strategy is informed by the SASB standards for specialty retailers and focuses primarily on the following six areas where we believe we can continue to have a material, meaningful impact: Human Capital; Culture; Philanthropy and Community Impact; Environmental Sustainability; Responsible Sourcing and Supply Chain; and Data Protection and Cybersecurity.

HUMAN CAPITAL

OUR PEOPLE AND PURPOSE Our Company’s purpose is “To inspire a more colorful, confident, and welcoming world.” Our purpose represents the impact that we intend to have in the world. We believe that the most immediate impact our Company can have is how we support, engage with and value our associates. At SBH, we deeply appreciate and care for our associates and believe they are a material and essential part of our global operations and strategy.


SALLYBEAUTY HOLDINGS, INC.	23	2025 Proxy Statement

OUR CULTURE AND VALUES Our Company values are the beating heart of our Company, and they embody how we intend to live up to and achieve our purpose. Our five core values form the bedrock of our culture and are reflected in our greatest asset – our people. Very simply, our values underscore SBH’s commitment to building a diverse, inclusive company by helping each associate experience a genuine sense of belonging. They embody a culture where each associate can bring their full selves to work, and where everyone contributes to the conversation. Where each associate inspires their team and their customers with their passion and knowledge. Where associates are empowered to make decisions, to deliver for our customers, and to take ownership of their growth and development through education, training, and leadership opportunities. Where we take care of each other, our communities, and the planet.

TALENT OVERSIGHT/GOVERNANCE Our Board has made oversight of talent and culture a priority through its Compensation and Talent Committee, which oversees the Company’s human resource strategies and initiatives on compensation and benefits, culture, and associate engagement and well-being. The Compensation and Talent Committee regularly receives updates from SBH senior management regarding culture, associate engagement, demographics, talent development, retention and turnover, and succession planning.

Our key human capital management objectives are to retain, develop and recruit a diverse group of highly qualified and dynamic associates and leaders throughout the Company. At SBH, we intend that our talent oversight policies and programs will create an inclusive environment and empower everyone at SBH to contribute to and share responsibility for our Company’s success.

TALENT AND CAREER DEVELOPMENT SBH is committed to encouraging the growth, well-being and career development of our associates through various methods, including training events, continuous learning opportunities online, independent development plans, and education financial assistance.

•

We offer associates a streamlined learning and development platform (“Thrive”), which is designed to onboard, upskill, and communicate with our associates by connecting them with relevant content in partnership with LinkedIn Learning. Thrive helps our associates facilitate their career and job competency growth.


SALLYBEAUTY HOLDINGS, INC.	24	2025 Proxy Statement

•

In FY26, we are continuing our collaboration with LinkedIn Learning, enabling associates to drive their career paths, prepare for certifications, and practice new skills with personally curated learning resources and career goals.

•

We also have a variety of Leadership Development programs and training available to leaders (and potential

•

leaders) at various levels throughout our field, supply chain and support center teams.

•

We have a comprehensive Performance Management process, which includes opportunities for associates to receive feedback and to design for themselves an Individual Development Plan, which is a tool designed to help each person grow as an individual and as a professional and strengthen leadership competencies and succession pipelines.

•

Through our Education Assistance Program we offer financial assistance either for professional certification

•

programs or courses in pursuit of an associate’s, bachelor’s or graduate degree through an accredited institution.

•

We have partnered with an external mentoring partner to provide opportunities for our high-potential associates to help them personally grow and further progress their careers.

•

Using subject matter experts, we have designed and launched various Academies within SBH to help support

•

career growth and grow key job skills and competencies to ensure that we can train and retain talent in a competitive labor market.

COMMUNICATION AND ENGAGEMENT SBH’s senior leadership team strives to maintain consistent communication and an open-door policy with our associates. We encourage dialogue and transparency on a regular basis. Ways in which we communicate with and hear back from our teams include:

•

Company-wide Town Hall Meetings. These are held at least 4 times per year. Each Town Hall consists of business updates from our CEO and other senior leaders, followed by open-ended Q&A in an “Ask Me Anything” format. Functional leaders also conduct Town Halls with their teams to update on key strategies and to have team- building events.

•

Live Streams and Virtual Meetings. Our leaders engage with our dispersed field and supply chain teams through both formal updates and more informal live sessions using tools such as WebEx, Zoom and Facebook Live.

•

Summits. Both of our Sally and Beauty Systems Group teams have conducted summits with field leadership teams every fall for several years, usually at the beginning of our fiscal year. These summits include everything from leadership development to systems training to product knowledge showcases, and everything in between. More recently, we have had more cross-functional summits in our Corporate Support Center focused on marketing, social media, technology and E-Commerce.

•

Engagement on Culture and Belonging. We continue to engage with our associates globally on issues like inclusion and belonging. We use surveys and other methods for our associates to provide feedback regarding where and how we can improve. We are committed to listening to our associates about their experiences and concerns in this important area, and to responding with empathy and action in a responsible, proactive way. Over the last few years, we have conducted substantive, thoughtful training of SBH leaders and teams, focusing on building empathy and understanding of issues such as prejudice, discrimination, privilege, social identity, unconscious bias, neurodivergent thinking, multigenerational workforce, and mental wellness. Over the past four years, we have provided a comprehensive set of e-learning training sessions, and the majority of new associates are required to take this training as part of their onboarding program.

We also continue to design and implement a series of open dialogues between leaders and their teams about issues of Culture and Belonging. In the United States/Canada, we also recently expanded from four Employee Resource Groups to six – adding Veterans and People with Disabilities/Neurodivergent Thinking – providing resources and structure for the ERGs to implement strategies to drive initiatives for enhancing our culture, communication, community outreach, and commerce opportunities. These ERGs connect with our associates on a regular basis and are dedicated to uplifting the community they support.


SALLYBEAUTY HOLDINGS, INC.	25	2025 Proxy Statement

•

Employee Value Proposition (EVP): We developed and launched our SBH employee value proposition both internally and externally; providing six different versions for each part of our organization. We have used these short engaging EVPs to help provide a snapshot of our culture and what is unique about working in different parts of our organization. This has been a useful tool to help with retention and attracting talent.

HEALTH, SAFETY, WELL BEING SBH places a high value on the health, safety and well being of our associates and this is reflected in our values and culture. As a company we evidence this commitment in many ways, including our compensation and benefits package; and our provision of safe, healthy working conditions.

•

Compensation. Wage, Holiday, Leave Programs, Parental Leave: Our full-time employees receive vacation, sick time, 6 holidays and 3 floating holidays annually. SBH also provides medical leave for up to 6 weeks for all associates who do not otherwise qualify for leave under the U.S. Family and Medical Leave Act. In addition, we provide personal leave (up to 30 days) for associates who have been with SBH for at least 6 months with an average of 30 work hours per week. We recently added a paid parental leave program providing 6 weeks of fully paid leave for the birth, adoption or placement of a child. Bonuses and incentives: Our Annual Incentive Plan (AIP) provides annual incentive awards to participating associates based on company-wide sales and performance metrics established periodically by the Board. The AIP is designed to attract and retain key associates and motivate participants to achieve profitability and growth for our Company. We also provide a quarterly bonus program for field management teams – District Managers, Area Managers, Store Managers and Distribution Center Warehouse Managers and Supervisors.

•

Benefits. Healthcare and pension: SBH offers medical coverage, pharmacy coverage, telehealth coverage for minor medical needs, and preventive in-network care is covered 100% on all plans. Three medical plans are offered, and the Company makes monthly contributions to each plan. We offer access to health and well-being resources through an employee assistance program and other resources. Beginning in 2022, many of these benefits – including fundamental medical benefits – were made available to our part-time associates. SBH also offers a 401(k) Retirement Savings Plan that gives associates an opportunity to save for retirement on a tax- advantaged basis, with company-funded match. Flexible working hours: we instituted a Flex Work Week Program at our Corporate Support Center and offer flexible scheduling in our distribution centers. Our stores also do their best to accommodate scheduling needs as much as possible. In our Corporate Support Center, we have instituted hybrid work arrangements for most positions and expanded remote work opportunities based on the type of work performed. We will monitor and continue to evolve how this works over time.

•

Safe Working Conditions; Supplier Vendor Code of Conduct. We believe that every associate has the right to safe and humane working conditions, and we require all our suppliers to understand and comply with our Supplier Code of Conduct. SBH values our partnerships with suppliers and vendors and understands the impact they can have on our associates. Thus, SBH has included rules governing their conduct, both with respect to expectations while interacting with our associates, and, with our foreign suppliers, assurances that they too are providing a safe and healthy working environment for their associates. Whistleblower Policy: We have an Employee Concern Line – operated by an independent company – which allows for complaints to be made securely and anonymously. To further strengthen the integrity and protections of this confidential reporting mechanism, complaints about any Vice President or above are reported to an independent ombudsperson. The Employee Concern Line is only one part of our broad-scope effort to provide associates with resources to safely deal with and report any harassment, discrimination, bullying, retaliation, etc. We have formalized these procedures in our Freedom from Discrimination and Harassment Policy and our SBH Cares Policy, each of which reflects our core values and is made available to all associates. Our Supplier Code of Conduct reflects our whistleblower policy; we require vendors and suppliers to provide their employees with whistleblower protection without fear of retaliation for calling attention to legal or ethical issues. Our commitment to the safety of our associates is also evidenced by our background check policy for new hires, training and policy communications related to handling both associate and customer incidents, partnerships


SALLYBEAUTY HOLDINGS, INC.	26	2025 Proxy Statement

to maintain the stores and make necessary repairs, as well as ongoing support in the field and at the Corporate Support Center.

CULTURE & BELONGING

OUR VALUES At Sally Beauty Holdings we celebrate differences, inclusivity and self-expression. This fundamental aspect of SBH is rooted in our belief that beauty is for everyone and that everyone should find their own path to beauty.

Our associates and customers care about celebrating self-expression. We want our company and our stores to be places where all our associates and customers feel safe, valued for who they are, and experience a sense of belonging. Accordingly, we continually seek to evolve our people and culture-focused education, initiatives, and ways of working.

Culture and Belonging are core to our brand values and are at the heart of who we are as a Company – at the Board level, throughout our global workforce, and in our shared commitment to serving a varied customer base and their communities.

OUR BOARD Our Board’s composition leads the Company’s commitment to Culture and Belonging. Having voices rooted in different backgrounds and experiences on our Board enhances the Board’s expertise, broadens its viewpoint, and sets the tone to encourage leaders at all levels of the Company to listen to the concerns of our associates and customers alike. Our Compensation and Talent Committee provides regular hands-on oversight of our Culture and Belonging initiatives. Our Board believes that listening to and understanding different voices is crucial to the Company’s success and long-term sustainability.


SALLYBEAUTY HOLDINGS, INC.	27	2025 Proxy Statement

How SBH
Associates Feel

Employee engagement - 65%

Equip factors - 81%

Manager effectiveness - 81%

       OUR  WORKFORCE   One of our core values is 
“Be Yourself”, which to us means simply “Come as you are – everyone is welcome here.” Throughout our global workforce, this is something we take to heart and live out every day.
We are committed to fostering an inclusive workforce where everyone is welcome, and each person can be authentic about who they are at work. We believe our culture of acceptance fosters and directly enhances the culture, engagement and performance of our global workforce.
Our SBH team in the United States and Canada is over 88% women and over 50% racially/ethnically diverse.
We recognize and celebrate the bedrock values of inclusion, belonging, and engagement within our teams. For us these are key drivers of the success of the business, as our associates should – and do – reflect the various qualities of our customers and what they desire and expect from SBH. To that end, we are committed to ensuring an inclusive slate of candidates for our job openings.

      

OUR CUSTOMERS We have an incredibly varied customer base that we serve in almost every community in the United States, and we have an obligation to be accepting and inclusive of them and to serve them to the best ability. SBH customers span the entire continuum of gender, ethnic, and economic demographics. We sell products to treat and style every kind of hair; we deliver a tailored assortment of beauty products that serve the local communities where our approximately 3,736 U.S. and Canadian stores are located. Serving the varied demographics and needs of our customers drives a culture and workforce that embraces and reflects the communities we serve.

Some examples of customer-focused actions we have taken in the past few years include:

•

Our Beauty Systems Group segment continues to optimize the “MOVE” panel established over five years ago to focus on strengthening connections with textured hair-focused salons and stylists and the Black entrepreneurs that own those salons. Our Move panel was established to assist and advise us for the first two years per World of Texture. We currently use the Move panel as an advisory group as needed.

•

Sally was named one of the most trustworthy consumer goods companies on Newsweek’s 2025 List of “Most Trustworthy Companies in America.”

MINORITY AND WOMEN-OWNED BRANDS SBH has a long history of partnering with women and minority- owned beauty brands, with SBH often providing their first major distribution point with a national or even international footprint. In the past year, an additional three minority-owned brands have launched new products that SBH distributes. Our assortment includes:

•

43 Female Owned or Founded Brands

•

54 Black Owned or Founded Brands

•

9 Hispanic Owned or Founded Brands


SALLYBEAUTY HOLDINGS, INC.	28	2025 Proxy Statement

•

20 Asian Owned or Founded Brands

•

6 LGBTQA+ Owned or Founded Brands

SBH intends to continue to build off this legacy of success by maintaining and growing our assortment of minority- and women-owned or -founded brands.

FY25 ACCOMPLISHMENTS In FY25, in addition to continuing many of the initiatives and programs already in place, we made progress on Culture and Belonging in the following ways:

•

We continued our multi-phase, year-round foundational leadership training focused on building an understanding of issues such as prejudice, discrimination, privilege, social identity, unconscious bias, and mental and emotional well-being, which were followed by leaders having open dialogues with their teams about these important issues.

•

We instituted formal training on Multigenerational Workforce to bridge generational gaps and enhance collaboration in our multigenerational workforce. We continued our formal training on Understanding Neurodivergent Thinking and People with Disabilities, to build greater awareness and the importance of welcoming people with different perspectives to help drive innovation at SBH.

•

We proudly host seven Employee Resource Groups ("ERGs") that represent a broad cross-section of our associate base. We encourage our associates to get involved with our ERGs, which are open to all associates, to form deeper relationships with their colleagues based on mutual respect, dignity and understanding. We actively invest in our ERGs and provide support to enable them to drive initiatives around Culture/Community/Careers and Commerce.

•

We continue to embed our Culture & Belonging initiatives and strategies within our global Latin American and Sally Europe business units, adapting plans to accommodate local differences and measuring the impact.

We will continue to develop and evolve how we enhance our culture 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 associates to be aware of and involved in charitable works in their community. We accomplish this by partnering with the United Way of Denton County and Denton County Friends of the Family in Denton, Texas where our Corporate Support Center is located. On a national level, we support the National Domestic Violence Hotline.

OUR FOUNDATION In FY22, we established SBH Inspires Foundation to implement our charitable initiatives and facilitate 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.


SALLYBEAUTY HOLDINGS, INC.	29	2025 Proxy Statement

ACTIONS During FY25, we took the following steps to inspire our associates and customers, and to drive positive change through philanthropy:

•

SBH Inspires Foundation: raised over $90,000 to support efforts against domestic violence and abuse. Continued developing the Foundation's infrastructure and governance

•

In-kind Product: donated over $100,000 of SBH product to local and national domestic violence shelters supporting those in need

•

Employee Relief Fund: raised over $65,000 to assist Company employees impacted by natural disasters or domestic violence

Going forward we will continue to develop and leverage the Foundation both to reflect and bring life to our purpose and values.

ENVIRONMENTAL SUSTAINABILITY

PURPOSE AND VALUES In FY25, we continued to build on the strong progress we have made to responsibly manage our environmental impact. This progress is consistent with our desire to inspire a more colorful, confident and welcoming world, and to ultimately be part of something bigger than ourselves. We believe we have a duty to take care of the communities in which we operate, and to take care of our planet. We will continue to focus on improving our long-term sustainability and reducing our environmental impact across our global footprint.

GOVERNANCE The Board and the Nominating, Governance and Corporate Responsibility Committee have strategic oversight over sustainability matters and initiatives. Management of sustainability-related projects is led by our Chief Legal & Human Resources Officer who coordinates a cross-functional team of subject matter experts to drive sustainability. Management reports regularly to and engages with the Board and its Committees regarding progress against our goals.

ACCOMPLISHMENTS In FY25, we continued to evolve our focus on our global sustainability efforts. Through our global cross-functional Sustainability Working Group, this year we continued to focus on three key aspects of driving our sustainability across our global business: Own Brand - sustainable packaging; Own Brand - responsible supply chain and energy management; and Employee Engagement – educating employees about SBH’s global sustainable activities and creating interactive events on Earth Day.

Progress on Environmental Sustainability

In FY25, we focused on continuing to align environmental and sustainability initiatives with our purpose, values and core business strategies to create a more sustainable company across our global footprint. Steps we took toward this included:

•

Assessing and better understanding the data relating to key aspects of our carbon footprint

•

Identifying baseline measurements to inform our carbon neutrality actions and opportunities

•

Implementing supply chain changes, including shifting additional stores to a biweekly shipping cadence, to deliver a reduction of over 1,000 metric tons of carbon emissions

•

Achieving a 25+% year-over-year decline in electricity usage in stores with EMS and/or LED investments we made in late FY23 and continue to make


SALLYBEAUTY HOLDINGS, INC.	30	2025 Proxy Statement

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.

As we head into FY26, we are in a position to ensure our own brand product packaging in the United States is comprised of more than 25% post-consumer recycled materials, including 50% of new launches. It is our intent to continue to increase that percentage over time, and to pursue similar goals in both Europe and Latin America. Across the globe, we are also endeavoring to reduce the total packaging on our own brand products.

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.

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.


SALLYBEAUTY HOLDINGS, INC.	31	2025 Proxy Statement

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 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 Chief Information Officer and is responsible for the Company's cybersecurity risk management program that is tailored to address specific risks in the retail industry, using a flexible approach informed by our deep understanding of attacker methodologies, targeted assets, and industry best practices. 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 FY25, 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 information security 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 as briefly senior advisor to McKinsey & Company in the firm’s cybersecurity and risk practice.

DIRECTOR INDEPENDENCE

Our Board of Directors is currently comprised of nine 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 and securities laws. Our Board of


SALLYBEAUTY HOLDINGS, INC.	32	2025 Proxy Statement

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.

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 specifically its 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.


SALLYBEAUTY HOLDINGS, INC.	33	2025 Proxy Statement

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 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 2026 annual meeting, our stockholders will vote for ten 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.


SALLYBEAUTY HOLDINGS, INC.	34	2025 Proxy Statement

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.

BOARD MEETINGS AND ATTENDANCE

Pursuant to our Corporate Governance Guidelines, our directors are expected to:

•

regularly attend meetings of the Board and the committees of which they are members, as well as each annual meeting of stockholders;

•

spend the time needed to properly discharge their responsibilities;

•

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;

•

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 FY25, all but two 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 ten directors, eight attended 100% of their meetings and none attended fewer than 75%. In FY25, our Board of Directors met seven times, our Audit Committee met five times, our Compensation and Talent Committee met four times, our Nominating, Governance and Corporate Responsibility Committee met four times, and our Executive Committee did not meet. Our independent directors met in executive session three times and the full Board met in executive session four times. In FY25, 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 7900 Windrose


SALLYBEAUTY HOLDINGS, INC.	35	2025 Proxy Statement

Avenue, Plano, Texas 75024. 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.

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 full Board for development of action items and responsible parties for oversight and to ensure appropriate 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:

•

Executive Committee;

•

Audit Committee;

•

Compensation and Talent Committee; and

•

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 https://www.sallybeautyholdings.com/investor-relations and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.


SALLYBEAUTY HOLDINGS, INC.	36	2025 Proxy Statement

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:

•

the quality and integrity of our financial statements, including oversight responsibility for management’s design and implementation, and the effectiveness of, internal controls;

•

the independent auditor’s qualifications and independence;

•

the performance of our internal audit function and independent auditors;

•

our compliance with legal and regulatory requirements;

•

our information technology function;

•

preparation of the report of the Audit Committee required for our annual proxy statements; and

•

our financing strategy, financial policies and financial condition.

The Audit Committee is governed by the Audit Committee charter. A copy of this charter is available on the corporate governance section of our website at https://www.sallybeautyholdings.com/investor-relations and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

Compensation and Talent Committee. The Compensation and Talent Committee consists of Ms. Ferguson (Chair), Ms. Bishop, Mr. Boyer, Ms. Perelman, and Mr. Rangel. The Board has determined that each such member meets the independence requirements of the NYSE, as well as the “Non-Employee Director” requirements under Rule 16b-3 of the Exchange Act and the “outside director” requirements under Section 162(m) of the Internal Revenue Code. The purpose of the Compensation and Talent Committee is to, among other things:

•

discharges the Board’s responsibilities relating to oversight of the Company’s compensation and talent programs and policies;

•

establish our general compensation philosophy and objectives, in consultation with management, oversee and assess the development and implementation of compensation programs, policies and practices;

•

review and approve corporate goals and objectives relevant to Chief Executive Officer compensation and evaluate the Chief Executive Officer’s performance in light of those goals and objectives;

•

determine and approve the Chief Executive Officer’s compensation level (and forms thereof) based on this evaluation;

•

review and approve the compensation (and forms thereof) of the other executive officers and our non-employee, independent directors;

•

review and approve all compensation for all other executive officers;

•

consider the results of the most recent advisory vote on executive compensation in evaluating or making recommendations regarding executive compensation;

•

prepare the reports and analysis on executive compensation, which are required to be included in our annual proxy statements;

•

establish the Company’s talent philosophy and objectives and, in consultation with management, oversee the development and implementation of talent programs, policies and practices; and

•

establish the Company’s culture and belonging philosophy and objectives, and, in consultation with management, oversee the development and implementation of culture and belonging programs, policies and practices.

The Compensation and Talent Committee’s processes for fulfilling its responsibilities and duties with respect to executive compensation and the role of our executive officers and management in the compensation process are


SALLYBEAUTY HOLDINGS, INC.	37	2025 Proxy Statement

each described under “Compensation Discussion and Analysis – Compensation Decision-Making Process” of this Proxy Statement.

The Compensation and Talent Committee is governed by the Compensation and Talent Committee charter, which was most recently amended in 2025. A copy of this charter is available on the corporate governance section of our website at https://www.sallybeautyholdings.com/investor-relations and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations. Pursuant to its charter, the Compensation and Talent Committee may create one or more subcommittees and may delegate, in its discretion, all or a portion of its duties and responsibilities to such subcommittees.

Pursuant to its charter, the Compensation and Talent Committee may retain such compensation consultants, outside counsel and other advisors as it may deem appropriate in its sole discretion and it has the sole authority to approve related fees and other retention terms. As described in greater detail in “Compensation Discussion and Analysis – Compensation Decision-Making Process” of this Proxy Statement, the Compensation and Talent Committee engages an independent executive compensation consultant, Frederic W. Cook & Co., Inc., or FW Cook, to assist it 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, Ms. Perelman, and Mr. Rangel. 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:

•

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;

•

consider any director candidates recommended by our stockholders pursuant to the procedures described in this Proxy Statement and in our By-Laws;

•

recommend to our Board of Directors individual directors to serve on our various Board committees;

•

develop and recommend to our Board of Directors a set of corporate governance principles applicable to us; and

•

oversee the evaluation of the Board of Directors and management; and

•

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 most recently revised in 2025 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 https://www.sallybeautyholdings.com/investor-relations 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, Ms. Perelman, and Mr. Rangel. 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 FY25, none of our executive officers served as:


SALLYBEAUTY HOLDINGS, INC.	38	2025 Proxy Statement

•

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;

•

a director of another company, one of whose executive officers served on the Compensation and Talent Committee; or

•

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 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 May 2025 meeting that the Company’s compensation plans, programs and policies do not encourage 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 $120,000 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


SALLYBEAUTY HOLDINGS, INC.	39	2025 Proxy Statement

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 $120,000, 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 approved (or recommended to the Board of Directors for approval) by the Company’s Compensation and Talent Committee, (2) any compensation paid to a director if the compensation is consistent with the Company’s director compensation policies and is required to be reported in the Company’s proxy statement under Item 402, (3) any transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer or director) or beneficial owner of less than ten percent of that company’s equity, if the aggregate amount involved does not exceed the greater of $120,000, or two percent of that company’s total annual revenues, and (4) any transaction where the related party’s interest arises solely from the ownership of the Company’s Common Stock and all holders of the Company’s Common Stock received the same benefit on a pro rata basis (e.g., dividends). All interested transactions with related parties that are required to be disclosed under the SEC’s rules are disclosed in our Proxy Statement. A copy of our Statement of Policy with respect to Related Party Transactions is available on the corporate governance section of our website at https://www.sallybeautyholdings.com/investor-relations and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.


SALLYBEAUTY HOLDINGS, INC.	40	2025 Proxy Statement

DIRECTORS’ COMPENSATION AND BENEFITS

FY25 Director Compensation Table (1)


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(4)	Total ($)
Rachel R. Bishop, Ph.D.	105,000	159,997	264,997
Jeffrey Boyer	105,000	159,997	264,997
James Conroy (2)	46,573	—	46,573
Diana S. Ferguson	341,250	159,997	501,247
Dorlisa K. Flur	105,000	159,997	264,997
James M. Head	105,000	159,997	264,997
Lawrence “Chip” P. Molloy	135,000	159,997	294,997
Erin Nealy Cox	127,500	159,997	287,497
Denise A. Paulonis (3)	—	—	—
Debra Perelman	72,042	159,997	232,039
Max Rangel	31,716	—	31,716

(1)

During FY25, we did not grant any stock options to, award any non-equity incentive plan compensation to, or maintain any pension or deferred compensation arrangements for members of our Board of Directors, and our directors did not receive any compensation that would constitute “All Other Compensation.”

(2)

Mr. Conroy did not stand for re-election at the 2025 Annual Meeting.

(3)

Ms. Paulonis did not receive compensation for her service as a director during FY25.

(4)

Reflects the grant date fair value of restricted stock unit (RSU) awards, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“ASC 718”). The grant date fair value of the RSUs is based on the fair market value of the underlying shares on the date of grant. On January 24, 2025, each director other than Ms. Paulonis, Mr. Conroy, and Mr. Rangel received 14,532 RSUs, which stock award had a grant date fair value equal to $160,000. As of September 30, 2025, the directors beneficially owned RSUs, which were vested but not yet delivered in shares in the following amounts: (a) Ms. Bishop, 6,229; (b) Mr. Boyer, 0; (c) Mr. Conroy, 0; (d) Ms. Ferguson, 59,782; (e) Ms. Flur, 15,401; (f) Mr. Head, 42,220; (g) Mr. Molloy, 12,458; (h) Ms. Nealy Cox, 35,973; (i) Ms. Paulonis, 0; (j) Ms. Perelman, 0 and (k) Mr. Rangel, 0.

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 biennial review of our director compensation program in FY24, the Director Compensation Policy was amended with changes that took effect in FY25, beginning October 1, 2024. Under the revised Director Compensation Policy, the NEC additional cash retainer fee increased to $200,000, the NGCR committee chair fee increased to $22,500, and the annual Board equity retainer fee increased to $160,000, while the annual Board cash retainer fee remained unchanged.

Cash Compensation

In FY25, 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 FY25.


SALLYBEAUTY HOLDINGS, INC.	41	2025 Proxy Statement

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 FY25.


Board Role	Cash Retainer Amount
Non-Executive Chair	$	200,000
Audit Committee Chair	$	30,000
Compensation and Talent Committee Chair	$	25,000
Nominating, Governance & Corporate Responsibility Committee Chair	$	22,500

Equity-Based Compensation

Pursuant to our Director Compensation Policy, each independent director, with the exception of Mr. Rangel, was granted an annual equity-based retainer award with a value at the time of grant of $160,000. For FY25, these awards were granted on January 24, 2025, in accordance with the 2025 Omnibus Incentive Plan in the form of RSUs that vest on the earlier of the one-year anniversary of the date of the grant or the next Annual Meeting, subject to the director's continued service on the Board on such date. 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, 2025, all of our independent directors, subject to the five-year grace period, were in compliance with our stock ownership and retention guidelines.

Travel Expense Reimbursement

Each of our independent directors is entitled to reimbursement for reasonable travel expenses properly incurred in connection with his or her functions and duties as a director. With respect to air travel, reimbursements are limited to the cost of first-class commercial airline tickets for the trip.

DIRECTOR INDEMNIFICATION AGREEMENTS

Our Board of Directors approved and authorized us to enter into an indemnification agreement with each member of the Board. The indemnification agreement is intended to provide directors with the maximum protection available under applicable law in connection with their services to us.


SALLYBEAUTY HOLDINGS, INC.	42	2025 Proxy Statement

Each indemnification agreement provides, among other things, that subject to the procedures set forth therein, we will, to the fullest extent permitted by applicable law, indemnify an indemnitee if, by reason of such indemnitee’s corporate status as a director, such indemnitee incurs any losses, liabilities, judgments, fines, penalties or amounts paid in settlement in connection with any threatened, pending or completed proceeding, whether of a civil, criminal, administrative or investigative nature. In addition, each indemnification agreement provides for the advancement of expenses incurred by an indemnitee, subject to certain exceptions, in connection with any proceeding covered by the indemnification agreement. Each indemnification agreement also requires that we cover an indemnitee under liability insurance available to any of our directors, officers or employees. Our indemnification obligations under these agreements are primary for all claims against our directors.

NO MATERIAL PROCEEDINGS

As of November 30, 2025 there are no material proceedings to which any of our directors, executive officers or affiliates, or any owner of record or beneficially of more than five percent of our Common Stock (or their associates) is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.


SALLYBEAUTY HOLDINGS, INC.	43	2025 Proxy Statement

BENEFICIAL OWNERSHIP OF

COMPANY’S STOCK

The following tables set forth certain information regarding the beneficial ownership, as of November 24, 2025, of: (i) our Common Stock by each current director (including director nominees) or executive officer and of all the current directors (including director nominees) and executive officers as a group; and (ii) our Common Stock by each person believed by us (based upon their Schedule 13D or 13G filings with the SEC) to beneficially own more than 5% of the total number of outstanding shares. The number of shares beneficially owned by each person or group as of November 24, 2025, includes shares of Common Stock that such person or group had the right to acquire on or within 60 days after November 24, 2025, including upon the exercise of stock options. The total number of outstanding shares on which the percentages of share ownership in the tables are based is 98,266,491. All such information is estimated and subject to change. Each outstanding share of Common Stock entitles its holder to one vote on all matters submitted to a vote of our stockholders. Except as specified below, the business address of the persons listed is our headquarters, 7900 Windrose Avenue, Plano, Texas 75024.

Ownership of our Common Stock is shown in terms of “beneficial ownership.” Amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which he has a right to acquire beneficial ownership within 60 days. More than one person may be considered to beneficially own the same shares. In the table below, unless otherwise noted, a person has sole voting and dispositive power for those shares shown as beneficially owned by such person.


SALLYBEAUTY HOLDINGS, INC.	44	2025 Proxy Statement

SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock (1)	Percent of Class (2)
Marlo M. Cormier	180,916 (3)	*
John H. Goss	201,824 (4)	*
Kim McIntosh	27,195	*
Denise A. Paulonis	732,446 (5)	*
Scott C. Sherman	208,371 (6)	*
Mark G. Spinks	319,811 (7)	*
Rachel R. Bishop	27,928 (8)	*
Jeffrey Boyer	27,928	*
Diana S. Ferguson	67,694 (9)	*
Dorlisa K. Flur	58,007 (10)	*
James M. Head	42,271 (11)	*
Lawrence “Chip” P. Molloy	27,928 (12)	*
Erin Nealy Cox	41,437 (13)	*
Debra Perelman	2,300	*
Max Rangel	3,500	*
All directors and executive officers as a group (15 persons)	1,969,556	2.0%

(1)

Except as otherwise noted, the directors and named executive officers, and all directors and executive officers as a group, have sole voting power and sole investment power over the shares listed.

(2)

An asterisk indicates that the percentage of Common Stock projected to be beneficially owned by the named individual is less than 1% of our Common Stock.

(3)

Includes 42,771 shares of Common Stock underlying vested stock options.

(4)

Includes 86,340 shares of Common Stock underlying vested stock options.

(5)

Includes 125,343 shares of Common Stock underlying vested stock options.

(6)

Includes 135,876 shares of Common Stock underlying vested stock options.

(7)

Includes 188,552 shares of Common Stock underlying vested stock options and 2,283 shares held as a participant in the Sally Beauty Holdings, Inc. 401(k) and Profit Sharing Plan.

(8)

Includes 6,229 vested and deferred restricted stock units.

(9)

Includes 59,782 vested and deferred restricted stock units.

(10)

Includes 15,401 vested and deferred restricted stock units.

(11)

Includes 42,220 vested and deferred restricted stock units.

(12)

Includes 12,458 vested and deferred restricted stock units.

(13)

Includes 35,973 vested and deferred restricted stock units.


SALLYBEAUTY HOLDINGS, INC.	45	2025 Proxy Statement

PERSONS OWNING MORE THAN FIVE-PERCENT OF THE COMPANY’S COMMON STOCK


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock	Percent of Class
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	15,501,039 (1)	15.2%
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	12,149,493 (2)	11.8%
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One, Austin, TX 78746	5,447,233 (3)	5.4%

(1)

Based solely on information provided on that certain Schedule 13G filed with the SEC on April 30, 2025.

(2)

Based solely on information provided on that certain Schedule 13G/A filed with the SEC on November 12, 2024.

(3)

Based solely on information provided on that certain Schedule 13G filed with the SEC on July 15, 2025.


SALLYBEAUTY HOLDINGS, INC.	46	2025 Proxy Statement


SALLYBEAUTY HOLDINGS, INC.	47	2025 Proxy Statement

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to SEC rules, the Company is providing in this Proxy Statement a separate resolution, subject to an advisory (non-binding) vote, to approve the compensation of its named executive officers. This proposal is commonly referred to as a “Say on Pay” proposal. As required by these rules, the Board invites you to review carefully the Compensation Discussion and Analysis beginning on page 50 and the tabular and other disclosures on compensation under Executive Compensation beginning on page 50, and cast a vote “FOR” the Company’s executive compensation programs through the following resolution:

“Resolved, that the stockholders approve the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation, as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any narrative executive compensation disclosure contained in this Proxy Statement.”

As discussed in the Compensation Discussion and Analysis beginning on page 50, the Board of Directors believes that the Company’s long-term success depends in large measure on the talents of our employees. The Company’s compensation system plays a significant role in our ability to attract, retain, and motivate the highest quality workforce. The Board believes that its current compensation program uses a balanced mix of base salary, and annual and long-term incentives to attract and retain highly qualified executives; the compensation program also maintains a strong relationship between executive compensation and performance, thereby aligning the interests of the Company’s executive officers with those of its stockholders.

This vote is advisory and will not be binding on the Company. While the vote does not bind the Board to any particular action, the Board values the input of the stockholders, and will take into account the outcome of this vote in considering future compensation arrangements. The Company strongly encourages all stockholders to vote on this matter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 2.


SALLYBEAUTY HOLDINGS, INC.	48	2025 Proxy Statement

EXECUTIVE OFFICERS


The executive officers of Sally Beauty Holdings, Inc., their ages (as of December 10, 2025), and their positions for at least the last five years are as follows:
		Denise A. Paulonis President and Chief Executive Officer Denise Paulonis, 53, has been our President and Chief Executive Officer since October 2021 and a member of our Board since May 2018. Prior to being appointed to her current role, Ms. Paulonis served as Executive Vice President and Chief Financial Officer of Sprouts Farmers Market, Inc. Prior to joining Sprouts in February 2020, Ms. Paulonis was the Executive Vice President and Chief Financial Officer of The Michaels Companies, a position she held from August 2016 to January 2020. Ms. Paulonis joined Michaels in September 2014 and served as its Senior Vice President, Finance and Treasurer from November 2015 to August 2016 and as its Vice President, Corporate Finance, Investor Relations and Treasury from September 2014 to November 2015. Prior to joining Michaels, Ms. Paulonis held various senior level positions with PepsiCo and McKinsey & Company, after starting her career at Procter & Gamble. She holds an M.B.A. from The Wharton School at the University of Pennsylvania and a Bachelors of Science in Finance and Economics from Miami University.


		Marlo M. Cormier Senior Vice President, Chief Financial Officer Marlo Cormier, 54, has been our Senior Vice President, Chief Financial Officer and Chief Accounting Officer since November 2020. Prior to being appointed to her current role Ms. Cormier was Senior Vice President – Finance and Chief Accounting Officer since April 2020. Prior to joining the Company, Ms. Cormier was the Senior Vice President, Corporate Finance and Chief Accounting Officer at Fossil Group, Inc. from 2013 to 2020. At Fossil Group, Ms. Cormier’s responsibilities included general accounting and SEC reporting, financial planning and analysis, taxes and treasury. Prior to her role at Fossil Group, Ms. Cormier was at Callaway Golf from 2001 to 2013 where she served in various executive roles including Vice President and Chief Accounting Officer. Prior to that Ms. Cormier was a Manager in Deloitte’s Accounting and Audit Services group. Ms. Cormier holds an active CPA license and a Bachelor’s of Science from Oregon State University with a double major in Financial Management and Accounting and a minor in Computer Science.


		John H. Goss President, Sally Beauty Supply John Goss, 58, has been President of Sally Beauty Supply since November 2020. Prior to that he was our Group Vice President and Head of Stores and Operations for Sally Beauty Supply. His responsibilities included leading over 2,900 retail stores and supporting the operations team, and most recently he led the deployment of Ship-From-Store (SFS) and Buy Online/Pickup in Store (BOPIS) across the Sally Beauty store network. Prior to joining the Company in 2016, Mr. Goss served consecutively as Vice President of Operations and then Vice President of Transformation Management Office for Signet Jewelers. Mr. Goss has held various leadership roles at Zales Jeweler, T-Mobile, Gap Inc., and L Brands throughout his career. Mr. Goss holds a Bachelor’s degree in Business Management from The University of Phoenix.


SALLYBEAUTY HOLDINGS, INC.	49	2025 Proxy Statement


Kim McIntosh Group Vice President, Controller and Chief Accounting Officer Kim McIntosh, 47, has been our Group Vice President, Controller, and Chief Accounting Officer since March 2021. Prior to joining the Company, Ms. McIntosh held various positions at Tailored Brands, Inc. including Chief Accounting Officer from 2020 to 2021, Vice President, Corporate Controller from 2013 to 2020, and Assistant Controller from 2012 to 2013. Prior to that, Ms. McIntosh held various roles at Chico’s FAS, Inc. Ms. McIntosh received her Masters of Business Administration and her Bachelors of Science in Accounting from Florida Gulf Coast University.

Scott C. Sherman Senior Vice President, Chief Legal and Human Resources Officer, Corporate Secretary Scott Sherman, 47, was named our Senior Vice President, Chief Legal and Human Resources Officer in February 2024. Prior to being appointed to his current role, Mr. Sherman was Chief Human Resources Officer since October 2017. Mr. Sherman has held various senior level positions with the Company since October 2012, including Group Vice President, Human Resources from November 2016 to September 2017, Vice President and Deputy General Counsel from October 2013 to November 2016 and Associate General Counsel, Employment and Litigation from October 2012 to October 2013. Prior to joining the Company, Mr. Sherman was a Shareholder/Attorney at Littler Mendelson, P.C. where he represented clients in all aspects of labor and employment law. Mr. Sherman received his J.D. from the University of Pittsburgh School of Law and his B.A. in Political Science from Pennsylvania State University.

Mark G. Spinks President, Beauty Systems Group Mark G. Spinks, 64, has been the President of Beauty Systems Group LLC since July 2015. Mr. Spinks previously held a number of positions of increasing responsibility with us. Mr. Spinks was most recently the Chief Operating Officer of Beauty Systems Group LLC, a position he served in since September 2014. Prior to that, Mr. Spinks was the Vice President of Operations/GM for the Company’s Armstrong McCall franchise business, a position he held for five and a half years, and prior to that was the Director of Business Development for the Company for almost four years. Mr. Spinks received a B.A. in Economics and Criminal Justice from Indiana University.

Executive Compensation



50	Compensation Discussion and Analysis

51		Executive Summary

55		Compensation Philosophy and Objectives

56		FY25 Executive Compensation Program

57			Tying Compensation to Performance

58			Base Salary

59			Annual Incentive

62			Long-Term Incentives

65			Other Compensation

66			Change-in-Control Severance Protection

66			Additional Compensation Policies

68		Compensation Decision-Making Process

68			Role of Compensation and Talent Committee

68			Role of Independent Compensation Consultant

68			Role of Management

69			Market Data/Benchmarking

69			Total Compensation Review

70			Consideration of Stockholder Vote on Executive Compensation

70		Management of Compensation-Related Risk

72	Compensation and Talent Committee Report

73	Compensation Tables

73		Summary Compensation Table

75		Grants of Plan-Based Awards for FY25

77		Outstanding Equity Awards at 2025 Fiscal Year-End

80		Option Exercises and Stock Vested in FY25

81		Potential Payments Upon Termination or Change-in-Control

84	CEO Pay Ratio

85	Pay Versus Performance


COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis (“CD&A”) explains how the Company’s executive compensation program is designed and operates with respect to the following named executive officers (“NEOs”) for the fiscal year 2025 (“FY25”):

NEOs

	Denise A. Paulonis President and Chief Executive Officer

	Marlo M. Cormier Senior Vice President, Chief Financial Officer

	John H. Goss President, Sally Beauty Supply

	Mark G. Spinks President, Beauty Systems Group

	Scott C. Sherman Senior Vice President, Chief Legal and Human Resources Officer

For a complete understanding of our executive compensation program, this CD&A should be read in conjunction with the “Executive Compensation ― Compensation Tables” of this Proxy Statement.


SALLYBEAUTY HOLDINGS, INC.	50	2025 Proxy Statement

Executive Summary


Overview	The retail and beauty industries have continued to be affected by a variety of factors driving change and uncertainty, including market volatility and shifting customer behaviors. To overcome, our team has worked diligently to quickly change priorities to drive efficiencies, update our systems, enhance personalization, build up our e-commerce, and look for and implement new and innovative ways to get and keep customers shopping online, in our stores and with our full service direct sales team. For FY25, we continued these efforts with enhancing our customer centricity, growing our own brands and amplifying innovation, increasing efficiency of our operations and optimizing our capabilities, and making meaningful, measurable progress on sustainability and culture.
FY25 Company Strategies & Achievements
		Customer Centricity	Shape the Customer Experience of the Future	✓ Successfully executed a Sally brand refresh marketing, digital and media test as well as 2 waves of store remodels; Also built a roadmap for further implementation, now named "Sally Ignited" ✓ Opened 12 new stores in Mexico ✓ Launched a loyalty program in Sally Europe
			Unlock & Harvest Digital Value	✓ Significantly improved site speeds and performance for both Sally and CosmoProf sites, reducing friction and enabling more seamless interactions ✓ Successfully launched Uber same day delivery
			Understand & Activate the Customer	✓ Enhanced personalization and customer journeys to improve Sally active customer retention and increase conversion & basket value ✓ Successfully used customer data to understand the business and make strategic decisions and adjustments

		Own Brands & Innovation	Be the Best Partner in Pro Beauty (BSG)	✓ Successfully integrated and delivered on Florida Moroccanoil acquisition ✓ Delivered on territory and channel expansions including Amika, Color Wow, and Moroccanoil & successfully launched K18 and Unite ✓ Launched a skincare test with high-efficacy brand offerings and aligned a go-forward strategy
			Differentiate with Own Brands	✓ Successfully optimized Sally Own Brand promotions with right balance of discount depth and cadence to expand margin ✓ Launched on-trend products Ion gloss and healthy scalp, expanding into Bondbar treatments and styling to support Own Brand sales ✓ Refreshed Texture ID and Inspired by Nature to support Own Brand future sales growth while creating a playbook for future brand refreshes ✓ Grew own brand penetration in Europe
			Expand Happy Beauty Pilot, Innovating Concept as We Learn	✓ Launched an additional 10 stores and continue to evaluate performance for strategy revisions ✓ Continued innovation of the Happy Beauty pilot, with strategy revision implementation prior to the 2025 holiday season

		Efficiency & Optimization	Create Fuel for Growth by Thinking Differently About How We Operate	✓ Successfully maintained in-stock inventory of greater than 90% for both Sally and BSG ✓ Delivered over $70M of run rate savings ✓ Delivered over $5M of run rate operating profit improvement for Sally Europe ✓ Initiated steps towards a Supply Chain of the Future, including developing and installing an initial instance of Manhattan Active Warehouse Management System and establishing a material handling solution for dual banner operation in the Reno Distribution Center

		Sustainability & Culture	Make Meaningful, Measurable Progress on Sustainability & Culture	✓ Met or exceeded our goal of 25% post-consumer recycled content for Own Brand packaging ✓ Completed initial phases to deliver and utilize data collection for sustainability reporting required by Europe and California ✓ Maintained our engagement survey result scores ✓ On track with our corporate support center relocation to Plano, Texas


SALLYBEAUTY HOLDINGS, INC.	51	2025 Proxy Statement


FY25 Company Financial Performance










		(1) Please see “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” section of this CD&A for Comparable Sales and Adjusted Operating Income (“AOI”) definition.

		(2) Information in this Proxy Statement includes discussion of financial metrics that are not calculated in accordance with U.S. GAAP, including AOI, Adjusted Operating Income Margin (“AOIM”) and Adjusted Diluted Earnings per Share ("EPS"). Please see Appendix 1 for a reconciliation of these measures to financial measures derived in accordance with U.S. GAAP.

		(3) 3-Year Average Return on Invested Capital (“ROIC”) is defined as net income plus after-tax interest expense divided by monthly invested capital over the three-year performance period.

		(4) Please see “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Long-Term Incentives” section of this CD&A for Total Shareholder Return (“TSR”) and AOIM definition.


SALLYBEAUTY HOLDINGS, INC.	52	2025 Proxy Statement

      FY25
Changes

      Compensation Program Changes
As we looked at program design for FY25, we focused on improvements to our Strategic Initiatives aimed at driving long-term future growth and enhancing efficiencies and profitability. We also strived to balance retention, incentivizing associates on key growth and efficiency initiatives, and growing our value for shareholders. As a result, we made minor adjustments to our payout scales and continued to set challenging yet reasonable goals aligned with our annual plan. For the Annual Incentive Plan ("AIP"), we kept the same metrics and weightings (60% AOI, 20% Comparable Sales, and 20% Strategic Initiatives), with Comparable Sales continuing to be based on two, six-month performance periods (first six-months or half ("H1") and second six-months or half ("H2")) versus a one-year performance period used for the other metrics, with any payout for this metric occurring after the end of FY25. Stock-based long-term incentive ("LTI") awards continued to be in the form of 50% performance share units ("PSUs") and 50% restricted stock units ("RSUs"), with the weighting of the PSU performance metrics continuing to be 60% AOIM over three, one-year performance periods and 40% relative TSR ("rTSR") over a three-year cumulative performance period.
See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” section and “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Long-Term Incentives” section for specific goals.

     

      FY25
NEO Pay

      ✓   The Committee increased base salaries for the NEOs between 3.1% to 11.8%, to make overall levels more consistent with market data from our peer group.
✓   The NEOs were eligible for annual bonuses under the AIP and were granted LTI awards in the form of 50% PSUs and 50% RSUs.
✓   We achieved each of our FY25 AIP financial performance goals: AOI performance was slightly below target, H1 Comparable Sales performance was slightly above threshold, and H2 Comparable Sales performance was above target. Accordingly, the weighted payout for the financial component of the AIP was 67.5% of target. Our teams remained focused on delivering achievements through our core Strategic Initiatives – Customer Centricity, Own Brands & Innovation, Efficiency & Optimization, and Sustainability & Culture. The work done in FY25 to enhance and implement these growth strategies continue to build upon our modern and dynamic retail / distribution platform, delivering strong results in FY25 and preparing us for a successful future. Importantly, we remain steadfast in our commitment to enhance value for our customers and shareholders over the long-term. As such, given the successful activation and enhancement of these long-term growth initiatives, as well as our strong results throughout FY25, the Committee determined a 137.5% payout for performance with respect to our Strategic Initiatives was appropriate (20% weighting, at target). Overall, after weighting the financial and Strategic Initiative components, the AIP payouts were 95% of target.
✓   Following the completion of the performance period on September 30, 2025, the Committee determined that the FY23-25 relative total shareholder return PSUs (“FY23-25 rTSR PSUs") granted in November 2022 were earned at 77.9% of the target award.
✓   Following the completion of the performance period on September 30, 2025, the Committee determined that the third one-year performance period of the FY23-25 adjusted operating income margin PSUs (“FY23-25 Y3AOIM PSUs”) granted in November 2022, the second one-year performance period of the FY24-26 adjusted operating income margin PSUs (“FY24-26 Y2AOIM PSUs”) granted in November 2023, and the first one-year performance period of the FY25-27 adjusted operating income margin PSUs (“FY25-27 Y1AOIM PSUs”) granted in November 2024 were earned at 97.6% of the target award. The earned FY24-26 Y2AOIM PSUs and  FY25-27 Y1AOIM PSUs were banked and will be paid out after completion of all performance periods on November 15, 2026 and November 15, 2027 respectively, subject to the executive's continued employment on such date.

     


SALLYBEAUTY HOLDINGS, INC.	53	2025 Proxy Statement


FY26 Changes	Compensation Program Changes For FY26, we continued to focus on additional improvements to our Strategic Initiatives aimed at driving long-term future growth and enhanced efficiencies and profitability. We, again, strived to balance retention, incentivizing associates on key growth and efficiency initiatives and growing our value for shareholders. As a result, we did not make any material changes to our compensation program for FY26.
Corporate Governance	WHAT WE DO	WHAT WE DO NOT DO
Corporate Governance	✓ Closely align pay with performance ✓ Retain an independent compensation consultant ✓ Conduct an annual review of our peer group composition ✓ Conduct an annual review of our executive officer performance and compensation ✓ Conduct an annual review of our incentive compensation design ✓ Limit incentive compensation with a maximum payout cap ✓ Maintain a comprehensive clawback policy ✓ Require a minimum vesting period for equity ✓ Maintain equity ownership policy and retention requirements	✗ No employment agreements for executive officers ✗ No discounting or repricing of stock options without stockholder approval ✗ No pledging or hedging transactions with respect to Company stock ✗ No “single trigger” change-in-control severance benefits ✗ No “single trigger” change-in-control equity acceleration for assumed awards ✗ No 280G excise tax “gross-ups” ✗ No excessive executive benefits or perquisites ✗ No tax “gross-ups” for executive benefits or perquisites (with certain limited exceptions in the case of new-hire or health-related benefits) ✗ No compensation programs that encourage excessive risk taking


SALLYBEAUTY HOLDINGS, INC.	54	2025 Proxy Statement

Compensation Philosophy and Objectives

Our Compensation and Talent Committee (“Committee”) designs our compensation programs with the following philosophies and objectives in mind:


Pay for Performance	✓ Link incentive compensation to performance through objectives that align with shareholder and other stakeholder interests and drive annual and long-term results. ✓ The higher the level in the organization, the greater the link to performance (more at-risk; making leaders more accountable).
Alignment with Shareholders	✓ Align executive and long-term shareholder interests by linking pay to achievement of performance objectives viewed as drivers of sustained value creation, delivering a significant portion of pay in equity compensation, and requiring executive officers to accumulate and hold a meaningful amount of SBH stock.
Drive Annual and Long-Term Results	✓ Ensure performance objectives are understandable and drive delivery of financial results and successful execution of Strategic Initiatives. ✓ Ensure performance goals align to our annual and long-term strategies and financial operating plans.
Pay Competitively	✓ Ensure pay remains competitive with peer companies in order to attract, motivate and retain associates. ✓ Target the 50th percentile of the market for all compensation components, adjusted by various factors such as individual performance, responsibilities, experience, internal parity, and expected future contributions.
Mitigate Undue Risk	✓ Use a mix of annual and long-term incentives and financial and strategic metrics. ✓ Use payout caps for annual incentives and use vesting periods, payout caps, and restrictive covenants for long-term incentives. ✓ Maintain clawback and equity ownership policies. ✓ Review and approval of annual and long-term incentive performance goals, results and payouts by the Committee.


SALLYBEAUTY HOLDINGS, INC.	55	2025 Proxy Statement

FY25 Executive Compensation Program

The following are the primary components of the FY25 compensation program for our executive officers, including our NEOs:


Component	Form of Compensation	Purpose	Performance Criteria
Base Salary	Cash	Providing a competitive level of fixed compensation that attracts and retains skilled management, recognizing their respective roles, responsibilities, and experience.	Reviewed annually for increases.

AIP	Cash	Communicating and driving achievement of financial and strategic annual objectives that are important to our sustained success and value creation.	Earned based on achievement of AOI, Comparable Sales, and Strategic Initiative goals, with potential adjustment based on individual performance.

LTI 2019 Omnibus Incentive Plan	PSUs	Creating a strong financial incentive for meeting or exceeding long-term financial goals, rewarding performance, encouraging an equity stake in the Company, and aligning interests with those of our stockholders.	PSUs are eligible to vest based on achievement of goals related to AOIM over three, one-year periods and rTSR over a three-year period. In addition, realized value of PSUs at vesting is tied to SBH's stock price.

	RSUs	Promoting retention through multi-year vesting requirements, encouraging an equity stake in the Company, and aligning interests with those of our stockholders.	RSUs vest ratably over a three-year period with continued employment providing a retention incentive. Realized value of RSUs at vesting is tied to SBH's stock price.

The Company also provides the following components of compensation:


Component		Form of Compensation	Purpose
Other Compensation	Health and Welfare Benefits	Eligibility to receive available health and other welfare benefits paid for, in whole or in part, by the Company, including broad-based medical, dental, life and disability insurance.	Providing a competitive, broad-based employee benefits structure and promoting the good health of our executive officers.
	Retirement Plan	Eligibility to participate in, and receive Company contributions to, our 401(k) plan (available to all employees).	Providing competitive retirement-planning benefits to attract and retain skilled management.
	Executive Physical	Reimbursement for an annual physical exam.	Promoting the good health of our executive officers.
	New Hire Benefits	Limited new hire benefits (including Company-paid COBRA and relocation expenses).	Attracting new talent by providing a smooth transition to our Company.

Change-in-Control Severance Protection		Eligibility to receive cash severance (1.99 times base salary and a 5-year average AIP award payout) and post-termination health and welfare benefits (24 months) in connection with involuntary termination within two years after a change-in-control.	Providing a competitive compensation package for attraction and retention purposes before and after a change-in-control, as well as ensuring continuity of management in the event of any actual or threatened change-in-control of our Company.


SALLYBEAUTY HOLDINGS, INC.	56	2025 Proxy Statement

TYING COMPENSATION TO PERFORMANCE

Our executive compensation program closely links realized compensation to the achievement of financial objectives and changes in SBH’s stock price, with 54% of Ms. Paulonis’ and 46% of our other NEOs’ FY25 target compensation being performance-based and contingent upon the achievement of financial or strategic performance objectives or changes in our stock price.

We use five key performance metrics to measure results and determine annual incentive and PSU payouts:



AIP	Performance Metric & Rationale	PSUs


SALLYBEAUTY HOLDINGS, INC.	57	2025 Proxy Statement

Use of these metrics supports the following objectives:

Generate sustainable growth. The Committee believes these performance components – incorporated into the Company’s annual budget and long-term planning – represent the metrics that can be used by our stockholders to assess the Company’s value. Using these metrics, together with overlapping performance periods for our PSUs, enables the Committee to evaluate the NEOs’ performance in generating sustainable growth.

Balance annual and long-term objectives. The Committee also believes these measures highlight the importance of leading the Company to achieve both annual and long-term financial and strategic goals. These measures also reduce the risk that actions would be taken to sacrifice long-term growth to meet annual targets or vice versa.

Accountability for controllable operating performance and long-term growth. The standards for determining performance against the AOI and AOIM metrics are determined in accordance with generally accepted accounting principles (GAAP) and, this year, adjusted for Fuel for Growth and Other, Corporate Relocation, and Asset Impairment. See Appendix 1 for a reconciliation of these measures to financial measures derived in accordance with U.S. GAAP. The terms of our AIP and PSUs provide the Committee the ability to adjust results to exclude certain items, either positive or negative, that it considers extraordinary when determining performance against pre-established financial goals. The Committee believes that retaining the ability to make adjustments encourages management’s willingness to take actions that may limit annual Company performance yet support long-term growth.

BASE SALARY

The Committee determines the base salary of each NEO on an annual basis (unless market conditions or changes in responsibilities warrant a mid-year change) and targets the 50th percentile of our peer group. The Committee uses its judgment to vary executive officer pay based on factors such as an executive officer’s experience, performance and responsibilities, as well as internal parity. In evaluating the NEOs’ performance, the Committee, together with the Board, reviews our Chief Executive Officer's performance and relies primarily on our Chief Executive Officer’s performance review of each of the other executive officers. The subjective factors considered by our Chief Executive Officer ("CEO") primarily consist of whether the executive officer met his or her developmental and operational goals and the financial performance within the executive officer's area of responsibility.

In September 2024, the Committee reviewed market data provided by FW Cook, our independent compensation consultant, on our peer companies and the retail industry generally to determine whether changes to the base salaries for our executive officers were needed for FY25 to align our executive team with the market. The Committee increased base salary levels of the NEOs, with adjustments to reflect executive performance and to move executive salaries closer to the targeted competitive position. The Committee believes that the base salaries paid to our NEOs during FY25, as reflected in the table below, were appropriate to retain and motivate the officers and were reasonable relative to those offered by our peer companies.


Name	Start of FY25 Base Salary	% Increase (1)	End of FY25 Base Salary
Denise A. Paulonis	$1,200,000	3.3%	$1,240,000
Marlo M. Cormier	$670,000	3.1%	$691,000
John H. Goss	$585,000	3.1%	$603,000
Mark G. Spinks	$520,000	10.6%	$575,000
Scott C. Sherman	$510,000	11.8%	$570,000

(1)

Mr. Spinks and Mr. Sherman received higher % increases due to a larger gap to market.

For the actual base salaries paid to our NEOs during FY25, please see the “Summary Compensation Table” of this Proxy Statement.


SALLYBEAUTY HOLDINGS, INC.	58	2025 Proxy Statement

ANNUAL INCENTIVE

Our AIP provides each NEO the opportunity to receive an annual cash incentive payout based on their base salary for the fiscal year, target award percentage and achievement of performance objectives:




FY25 Base Salary	x	Target Award Percentage	x	Performance Objectives Payout %	=	Award Payout


Target Award

TARGET AWARD

The Committee reviews our Chief Executive Officer's target award percentage and relies primarily on our Chief Executive Officer’s target award percentage recommendation for each of the other executive officers, based on job responsibilities and peer group data provided by FW Cook. After reviewing these recommendations, job responsibilities, peer group data, and ensuring an emphasis on performance-based / at-risk pay, the Committee approved the following FY25 target award percentages:


Name	FY24 Target Award Percentage (1)	FY25 Target Award Percentage (1)
Denise A. Paulonis	160%	160%
Marlo M. Cormier	75%	75%
John H. Goss	75%	75%
Mark G. Spinks	75%	75%
Scott C. Sherman (2)	68.3%	70%

(1)

Reflected as a percentage of base salary paid for the fiscal year.

(2)

In connection with his promotion in February 2024, Mr. Sherman's FY24 AIP target award percentage was prorated based on his prior target (65%) and his increased target (70%).

The target award opportunity for each NEO under the AIP in FY25 is as follows:


Name	FY25 Base Salary (1)	Target Award Percentage	Target Award (1)
Denise A. Paulonis	$1,229,231	160%	$1,966,770
Marlo M. Cormier	$685,347	75%	$514,011
John H. Goss	$598,154	75%	$448,616
Mark G. Spinks	$560,193	75%	$420,145
Scott C. Sherman	$553,847	70%	$387,693

(1)

Base Salary and Target Award are rounded up to the nearest dollar per our plan.

PERFORMANCE OBJECTIVES

As we looked at AIP program design for FY25, we focused on improvements to our Strategic Initiatives aimed at driving long-term future growth and enhancing efficiencies and profitability. We also strived to balance retention, incentivizing associates on key growth and efficiency initiatives, and growing our value for shareholders. As a result, we made minor adjustments to our payout scales and continued to set challenging yet reasonable goals aligned with our annual plan. For the AIP, we kept the same metrics and weightings (60% AOI, 20% Comparable Sales, and 20% Strategic Initiatives), with Comparable Sales continuing to be based on two, six-month performance periods (H1 and H2) versus a cumulative one-year performance period, with any payout for this metric occurring after the end of FY25.


SALLYBEAUTY HOLDINGS, INC.	59	2025 Proxy Statement

The Committee determined that the primary emphasis should be on financial performance objectives. Accordingly, 80% of the NEOs’ AIP award payouts are based on achievement of two pre-established financial goals (AOI and Comparable Sales) and 20% on achievement of Strategic Initiatives, subject to potential adjustment based on individual performance as described below. The Committee approved the following FY25 AIP performance objectives:

•

60% Adjusted Operating Income – Sally Beauty Holdings, Inc.’s operating income as reported in its audited consolidated financial statements at the end of the fiscal year, with adjustments as the Committee may provide for prior to the commencement of the fiscal year (such as effects of charges for restructurings, discontinued operations, extraordinary items, other unusual or non-recurring items, and the cumulative effect of tax or accounting changes, each as determined in accordance with generally accepted accounting principles and identified in the financial statements, notes to the financial statements or management’s discussion and analysis).

Payout Scale – AOI pays out between 0-200% of target based on performance achieved:


Payout Scale (1)	AOI (Millions)	Performance Achieved	Payout %	Weighted Payout %
Maximum	≥ $373.5	≥ 110%	200%	120%
Target	$339.5	100%	100%	60%
Threshold	$288.6	85%	50%	30%
Below Threshold	< $288.6	< 85%	0%	0%

(1)

Payouts between performance levels is determined based on straight-line interpolation.

•

20% Comparable Sales – Sally Beauty Holdings, Inc.’s store sales and digital commerce revenue that have been operating for 14 months or longer as of the last day of a month and sales to franchisees and full service sales through our Distributor Sales Consultants (“DSCs”) and wholesale business. Our comparable sales excludes the effect of changes in foreign exchange rates and generally sales from stores relocated until 14 months after the relocation. The sales from acquired stores are excluded from our comparable sales calculation until 14 months after the acquisition. Our calculation of comparable sales might not be the same as other retailers as the calculation varies across the retail industry.

Payout Scales – Comparable Sales pays out between 0-150% of target based on performance achieved (threshold and maximum payouts for comparable sales are lower than the threshold and maximum payouts for AOI in consideration of the shorter 6-month performance period):

H1 Comparable Sales


Payout Scale (1)	H1 Comparable Sales	Performance Achieved	Payout %	Weighted Payout %
Maximum	≥ 4.0%	≥ 101.5%	150%	15%
Target	2.5%	100%	100%	10%
Threshold	0.0%	97.5%	25%	2.5%
Below Threshold	< 0.0%	< 97.5%	0%	0%

(1)

Payouts between performance levels is determined based on straight-line interpolation.

H2 Comparable Sales


Payout Scale (1)	H2 Comparable Sales	Performance Achieved	Payout %	Weighted Payout %
Maximum	≥ 2%	≥ 102%	150%	15%
Target Top Guidance	0%	100%	100%	10%
Midpoint Guidance	-1%	99%	90%	9%
Bottom Guidance	-2%	98%	80%	8%
Threshold	-4%	96%	25%	2.5%
Below Threshold	< -4%	< 96%	0%	0%


SALLYBEAUTY HOLDINGS, INC.	60	2025 Proxy Statement

(1)

Payouts between performance levels is determined based on straight-line interpolation.

•

20% Strategic Initiatives – Company-wide initiatives applied to all NEOs set at the beginning of FY25 by the Committee and approved by the Board of Directors. These Strategic Initiatives focused on Customer Centricity, Own Brands & Innovation, Efficiency & Optimization, and Sustainability & Culture.

Payout Scale – Strategic Initiatives pay out between 0-150% of target based on assessment by the Committee:


Performance Achieved	Payout %	Weighted Payout %
Exceeds	101-150%	21-30%
Target	100%	20%
Not Fully Achieved	0-99%	0-19%

To provide flexibility to recognize overall achievements in key focus areas and operational performance, which can change throughout the year based on unanticipated contingencies, the Committee does not specify individual performance objectives for individual officers under the AIP. Instead, the Committee maintains discretion to use its qualitative judgment to reduce or increase the dollar value of an individual officer’s AIP award (by up to 50 percentage points below or above the percentage of the target award resulting from application of the financial performance formulas) based upon a subjective assessment of the individual’s performance, but the adjusted payout cannot exceed the maximum award for such individual. No individual adjustments were made for FY25.

PAYOUT

Actual results for FY25 were as follows:


		Performance Achieved	Payout %	Weighted Payout %
Adjusted Operating Income	$328.4M	96.7%	89.1%	53.5%
H1 Comparable Sales	0.2%	97.7%	29.7%	3.0%
H2 Comparable Sales	0.4%	100.4%	110.4%	11.0%
Strategic Initiatives	—	Exceeds	137.5%	27.5%

Performance Objectives Payout %				95%

The Committee determined that the Company delivered on our Strategic Initiatives, each of which is discussed further in the “Compensation Discussion and Analysis – Executive Summary – FY25 Company Strategies” section of this Proxy Statement. Our teams remained focused on fueling growth through our core Strategic Initiatives – enhancing our customer centricity, growing high margin Own Brands and amplifying innovation (adding distribution of K18 and Unite, as well as expanding distribution and sales of Amika and Color Wow), increasing the efficiency of our operations and optimizing our capabilities (including continuing our Fuel for Growth initiative to drive cost savings and allow for reinvestment in SBH’s future), and making progress on sustainability and culture. The work done in FY25 to enhance and implement these growth strategies will continue to build upon our modern and dynamic retail / distribution platform, delivering strong results in FY25 and preparing us for a successful future. Importantly, we remain steadfast in our commitment to enhance value for our customers and shareholders over the long-term. As such, given the successful activation and enhancement of these long-term growth initiatives, as well as our strong results throughout FY25, the Committee determined a 137.5% payout for performance with respect to our Strategic Initiatives was appropriate for this component of the AIP (20% weighting, at target).


SALLYBEAUTY HOLDINGS, INC.	61	2025 Proxy Statement

The table below shows the target awards under the AIP for the NEOs for FY25 and the award payouts:


Name	Target Award (1)	Performance Objectives Payout %	Award Payout (1)
Denise A. Paulonis	$1,966,770	95%	$1,868,432
Marlo M. Cormier	$514,011	95%	$488,311
John H. Goss	$448,616	95%	$426,186
Mark G. Spinks	$420,145	95%	$399,138
Scott C. Sherman	$387,693	95%	$368,309

(1)

Target Award and Award Payout are rounded up to the nearest dollar per our plan.

LONG-TERM INCENTIVES

The Committee’s policy is to approve and grant equity awards on the same day. Other than special one-time grants, such as at the time of a new hire or promotion, the Committee intends to grant equity awards to its executive officers once a year, and such grants are generally made at the same time that the Committee approves base salary increases and the AIP target awards for the fiscal year. These actions generally occur within the first quarter of the fiscal year.

Our Senior Vice President, Chief Legal and Human Resources Officer provides our Chief Executive Officer with a list of employees eligible for equity awards. Our Chief Executive Officer then makes a grant recommendation to the Committee for each of the proposed grantees, including the NEOs other than herself, based on consideration of the value of the grants that the employee received in prior years, the competitive market data provided to the Committee by FW Cook, and her views as to the employee’s expected future contribution to our business results. The Chair of the Committee recommends to the Committee the Chief Executive Officer’s proposed equity grant based on her review of competitive market data provided by FW Cook and the CEO’s performance. The Committee is ultimately responsible for approving the award grant value and the methodology for converting this value into number of shares. In making equity grants for eligible employees, the Committee considers the recommendations of the Chief Executive Officer and the competitive data provided by FW Cook regarding aggregate share usage and costs associated with equity grants.

FY25 LTI AWARDS

Consistent with its equity grant policy, the Committee granted RSUs and PSUs in November 6, 2024 to each of our executive officers. For more information regarding the equity or LTI awards granted to our NEOs during FY25, please see the “Grants of Plan-Based Awards” table of this Proxy Statement. The intended grant values of the NEOs’ FY25 LTI awards are reflected in the following table:


Name	FY25 LTI Award Grant Value
Denise A. Paulonis	$5,500,000
Marlo M. Cormier	$1,000,000
John H. Goss	$1,000,000
Mark G. Spinks	$1,000,000
Scott C. Sherman	$750,000

•

RSUs comprised 50% of the equity award value. RSUs vest ratably over a three-year period, subject to continued employment.

•

PSUs comprised 50% of the equity award value. PSUs are eligible to vest based on the following FY25-27 PSU performance objectives (and continued employment):


SALLYBEAUTY HOLDINGS, INC.	62	2025 Proxy Statement

– 60% AOIM measured over three, one-year performance periods.

▪

AOIM is defined as Sally Beauty Holdings, Inc.’s adjusted operating income divided by total sales for the AOIM Performance Period.

▪

AOIM Performance Period means:

•

Year 1: Fiscal year of the Company beginning on October 1, 2024 and ending on September 30, 2025 (“Y1AOIM”);

•

Year 2: Fiscal year of the Company beginning on October 1, 2025 and ending on September 30, 2026 (“Y2AOIM”); and

•

Year 3: Fiscal year of the Company beginning on October 1, 2026 and ending on September 30, 2027 (“Y3AOIM”).

▪

AOIM Payout Scale – AOIM for the FY25-27 PSUs pays out between 0-200% of target based on the Company’s performance. The payout scale for each tranche is determined at the beginning of each AOIM performance period. See "Determination of FY25-27 Y1AOIM PSUs" for the payout scale of the first, one-year performance period.

▪

Earned AOIM PSUs – Any earned Y1AOIM and Y2AOIM PSUs will be banked and paid out after the completion of all three performance periods on November 15, 2027, subject to the executive’s continued employment.

– 40% rTSR measured over a three-year performance period.

▪

TSR means the change in a company’s stock price plus dividends paid to shareholders (assumed to be reinvested) over the rTSR Performance Period, and is measured as follows:

      TSR =  
 
          Ending Stock Price – Beginning Stock Price + Reinvested Dividends

       
      Beginning Stock Price

– Beginning and Ending Stock Price Determination: A 30-day trading average at the beginning and ending of the rTSR Performance Period.

– Dividend Reinvestment: Dividends will be determined using the Ex-Dividend date with the sum of all dividends paid throughout the performance period added to the difference between the Ending Stock Price and Beginning Stock Price.

•

Sally Beauty Holdings, Inc.’s TSR is measured on a relative basis compared to the rTSR Comparator Companies.

•

If Sally Beauty Holdings, Inc.’s absolute TSR (as measured for the FY25-27 PSU grants) is negative, then the payout of rTSR PSUs will be capped at 100%.

▪

rTSR Performance Period means fiscal years of the Company beginning on October 1, 2024 and ending on September 30, 2027.


SALLYBEAUTY HOLDINGS, INC.	63	2025 Proxy Statement

▪

rTSR Comparator Companies are the companies comprising the S&P Composite 1500 Specialty Stores Index.

•

The S&P Composite 1500 Specialty Stores Index companies are locked in as of the grant date and remain the same throughout the rTSR Performance Period even if the Index composition changes.

•

Award treatment if the following situations occur during the rTSR Performance Period:


	Situation	Plan Treatment
Adjustments	Stock splits and recapitalizations	Opening share price adjusted for recapitalizations
	rTSR Comparator Company bankruptcy / delisting / liquidation	Company not removed from rTSR Comparator Companies; Company considered to be at the bottom of the rTSR Comparator Companies
	rTSR Comparator Company acquired or taken private	Company removed from the rTSR Comparator Companies from the beginning of the performance period
	rTSR Comparator Company announcement of being acquired but not yet closed
No Adjustments	Stock buybacks or issuance	No special adjustments made
	Significant acquisition or divestiture	Acquisition or divestiture would impact the company’s TSR, so no adjustment needed
	rTSR Comparator Company financial restatements which occur after the performance period ends	No adjustments made; Captured in the next annual grant cycle as reflected in stock price

▪

rTSR Payout Scale – rTSR pays out between 0-200% of target based on Sally Beauty Holdings, Inc.’s percentile rank:


Payout Scale (1)(2)	Percentile Rank Achieved	Payout %
Maximum	≥ 85th %ile	200%
Target	55th %ile	100%
Threshold	25th %ile	50%
Below Threshold	< 25th %ile	0%

(1)

Payouts between performance levels will be determined on a straight-line interpolation.

(2)

If Sally Beauty Holdings, Inc.’s absolute TSR is negative, then the payout will be capped at 100%.

DETERMINATION OF FY23-25 rTSR PSUs

Following the completion of the performance period on September 30, 2025, the Committee determined that the FY23-25 rTSR PSUs granted in November 2022 were earned at 77.9% of the target award:


Payout Scale (1)(2)	Percentile Rank Achieved	Payout %
Maximum	≥ 85th %ile	200%
Target	55th %ile	100%
Threshold	25th %ile	25%
Below Threshold	< 25th %ile	0%

Performance Achieved & Payout %	46.2th %ile	77.9%

(1)

Payouts between performance levels were determined based on straight-line interpolation.

(2)

If Sally Beauty Holdings, Inc.’s absolute TSR is negative, then the payout will be capped at 100%.


SALLYBEAUTY HOLDINGS, INC.	64	2025 Proxy Statement

DETERMINATION OF FY23-25 Y3AOIM PSUs, FY24-26 Y2AOIM PSUs, AND FY25-27 Y1AOIM PSUs

Following the completion of the performance period on September 30, 2025, the Committee determined that the FY23-25 Y3AOIM PSUs granted in November 2022, the FY24-26 Y2AOIM PSUs granted in November 2023, and the FY25-27 Y1AOIM PSUs granted in November 2024 were earned at 97.6% of the target award:


Payout Scale (1)	AOIM	Performance Achieved	Payout % (2)
Maximum	≥ 9.9%	≥ 100.9%	200%
Target	9.0%	100%	100%
Threshold	7.0%	98%	50%
Below Threshold	< 7.0%	< 98%	0%

Performance Achieved & Payout %	8.9%	99.9%	97.6%

(1)

Payouts between performance levels were determined based on straight-line interpolation.

(2)

The maximum payout % for the FY23-25 Y3AOIM PSUs was 150%.

The earned FY24-26 Y2AOIM PSUs and FY25-27 Y1AOIM PSUs were banked and will be paid out after completion of all performance periods on November 15, 2026 and November 15, 2027 respectively, subject to the executive's continued employment on such date.

With the completion of the performance periods for the FY23-25 rTSR PSUs and the FY23-25 Y3AOIM PSUs, all performance periods for the FY23-25 PSUs have now concluded and the total weighted payout for this grant was 81.4% of target:


Grant	Metrics and Weighting	Performance Period(s)	FY23	FY24	FY25
FY23-25
	50% rTSR	3-Year	rTSR 77.9% Payout


	50% AOIM	3, 1-Year	Y1AOIM 82.9% Payout	Y2AOIM 74.1% Payout	Y3AOIM 97.6% Payout

All earned and banked PSUs paid out on November 15, 2025.

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.


SALLYBEAUTY HOLDINGS, INC.	65	2025 Proxy Statement

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.

Under the terms of our 2010, 2019, and 2025 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


SALLYBEAUTY HOLDINGS, INC.	66	2025 Proxy Statement

employee’s unvested equity awards (including time-based and performance-based equity awards), 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 that 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.

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 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:


Position	Retention Amount (Multiple of Base Salary)
Chief Executive Officer	6x
Presidents and Senior Vice Presidents	3x

Until such time as the executive officer reaches their Retention Amount, the executive officer will be required to retain 50% 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).

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, 2025, 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 realize 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


SALLYBEAUTY HOLDINGS, INC.	67	2025 Proxy Statement

transactions. Our insider trading policy also prohibits transactions in puts, calls or other derivative securities, on an exchange or in any other organized market.

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 directly engaged FW Cook to assist with these same services for FY25, based on FW Cook’s experience, expertise and knowledge of the Company's programs. 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 FW Cook is independent and the work FW Cook performed on behalf of the Committee did not raise any conflicts of interest in FY25. 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 FY25 incentive awards.

Our Chief Executive Officer as well as other members of management generally attend Committee meetings, as appropriate, 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


SALLYBEAUTY HOLDINGS, INC.	68	2025 Proxy Statement

programs. Our Chief Financial Officer provides the Committee with input on our financial performance and operational issues, and our Chief Legal and Human Resources Officer provides input to the Committee regarding compliance with the laws, regulations and best practices applicable to executive compensation.

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 17 specialty retail companies comprised our peer group for FY25 and was used to set FY25 compensation for our NEOs, which we refer to as our “peer companies” or “peer group”:



Abercrombie & Fitch	Genesco	Signet Jewelers
American Eagle Outfitters	Guess?	Sprouts Farmers Market
Bath & Body Works	Hibbett	Ulta Beauty
Caleres	Kontoor Brands	Urban Outfitters
Carter’s	Nu Skin Enterprises	Wolverine World Wide
Foot Locker	Petco Health & Wellness

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 approximated the median and market capitalization was between the 25th percentile and median of these peer companies. The peer group differs from our peer group for FY24 as described below:

•

The Committee approved the addition of Bath & Body Works, Nu Skin Enterprises, and Sprouts Farmers Market as these companies operate in a similar product space and named Sally Beauty as a peer; and

•

The Committee approved the removal of Williams-Sonoma due to its larger size.

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 FY25, the Committee reviewed tally sheets prepared by FW Cook containing information for each executive officer regarding, among other things:

•

compensation (base salary, bonus, types and amounts of long-term incentives), perquisites, and benefits for the last two fiscal years;

•

target pay mix;

•

equity ownership as of the end of the most recently completed fiscal year;

•

outstanding long-term incentive awards and retirement benefits as of the end of the most recently completed fiscal year; and

•

potential payments upon termination as of the end of the most recently completed fiscal year.

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 FY25, the Committee


SALLYBEAUTY HOLDINGS, INC.	69	2025 Proxy Statement

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 salary) impacts decisions made on other compensation components (such as annual and long-term incentives). Based upon input received from FW Cook, the Committee believes that our program balances both the mix of cash and equity compensation, the mix of annual and long-term incentives, shareholder alignment, and the security of change-in-control severance benefits in a way that furthers the compensation objectives discussed above.

CONSIDERATION OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION

At the annual meeting of stockholders on January 26, 2023, our stockholders expressed a preference that advisory votes on executive compensation occur every year. In accordance with the results of this vote, the Board determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of stockholder votes on the compensation of executives, which is scheduled to occur at the 2029 annual meeting. Please refer to “Proposal 2 – Advisory Vote on Executive Compensation” section of this Proxy Statement for information regarding the advisory (non-binding) resolution regarding the compensation of the Company’s NEOs, including the Company’s compensation practices and principles and their implementation, as disclosed in this Proxy Statement.

At the annual meeting of stockholders on January 24, 2025, in the advisory vote on executive compensation, over 96% of the shares voted were voted in support of the compensation of the Company’s NEOs. The Committee appreciates and values the views of our stockholders. As part of its compensation review, the Committee considered both the results of the 2025 advisory vote on executive compensation and feedback from our stockholders, and concluded that the compensation paid to our executive officers and the Company’s overall executive pay practices have strong stockholder support and have been effective in implementing the Company’s stated compensation philosophy and objectives. The Committee recognizes that executive pay practices and notions of sound governance principles continue to evolve. Consequently, the Committee intends to continue paying close attention to the advice and counsel of its compensation advisors and invites our stockholders to communicate any concerns or opinions on executive pay directly to the Committee or the Board. Please refer to “Corporate Governance, the Board and Its Committees — Communications with the Board” section of this Proxy Statement for information about communicating with the Board.

MANAGEMENT OF COMPENSATION-RELATED RISK

We design our executive compensation program to avoid excessive risk-taking. The following are some of the features of our program designed to help us appropriately manage business risk:

•

Diversification of incentive-related risk by employing complementary performance measures linked to growth, profitability and shareholder returns;

•

A balanced weighting of the various performance measures, to avoid excessive attention on achievement of one measure over another;

•

An assortment of vehicles for delivering compensation, including cash and equity-based incentives with different time horizons, to focus our executive officers on specific objectives that help us achieve our business plan and create an alignment with long-term stockholder interests;

•

A compensation clawback policy;

•

Standardized equity grant procedures; and

•

Equity ownership policy and retention requirement applicable to all executive officers.


SALLYBEAUTY HOLDINGS, INC.	70	2025 Proxy Statement

EQUITY GRANT POLICIES AND PRACTICES

The annual grant of stock-based awards to our executive officers is generally made in the first quarter of the fiscal year and on the date of the first regularly scheduled Committee meeting (typically October or November) subject to any change in the discretion of the Committee. In addition to annual awards, other grants may be awarded at other times to attract new hires, for retention purposes or as may be deemed necessary in other special circumstances. In addition, the Committee has delegated to the CEO the authority to approve grants to employees other than executive officers, subject to established grant limits. For any such quarterly off-cycle grants, the grant date is the first business day of the Company’s open trading window in February, May or August. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.


SALLYBEAUTY HOLDINGS, INC.	71	2025 Proxy Statement


SALLYBEAUTY HOLDINGS, INC.	72	2025 Proxy Statement

COMPENSATION AND TALENT
COMMITTEE REPORT

The Compensation and Talent Committee (“Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K included in this Proxy Statement. Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

       Submitted by the Compensation and Talent Committee

      

       Diana S. Ferguson (Chair)
Rachel R. Bishop
Jeffrey Boyer
Debra Perelman
Max Rangel

      

The foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.


SALLYBEAUTY HOLDINGS, INC.	72	2025 Proxy Statement

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table contains compensation information for our NEOs. The information included in this table reflects compensation earned by the NEOs for services rendered to us for the fiscal years ended September 30, 2025, September 30, 2024, and September 30, 2023.


				Non-Equity
			Stock	Incentive Plan	All Other
	Fiscal	Salary	Awards	Compensation	Compensation	Total
Name and Principal Position (1)	Year	($)	($)(2)(3)	($)(4)	($)(5)	($)

Denise A. Paulonis	2025	1,229,231	6,000,116	1,868,432	14,840	9,112,619
President and Chief Executive Officer	2024	1,183,846	4,775,838	1,564,573	14,640	7,538,897
	2023	1,129,231	4,701,885	1,377,935	21,884	7,230,935


Marlo M. Cormier	2025	685,346	1,112,972	488,311	15,415	2,302,044
Senior Vice President, Chief Financial	2024	657,885	953,125	407,560	14,308	2,032,878
Officer	2023	618,269	964,884	377,251	17,539	1,977,943


John H. Goss	2025	598,154	1,079,102	426,186	14,950	2,118,392
President, Sally Beauty Supply	2024	577,731	846,771	357,905	14,622	1,797,029
	2023	549,115	760,339	335,169	17,870	1,662,493


Mark G. Spinks	2025	560,192	1,079,102	399,138	15,179	2,053,611
President, Beauty Systems Group	2024	512,327	846,771	317,388	14,877	1,691,363
	2023	487,058	769,440	297,156	22,450	1,576,104


Scott C. Sherman	2025	553,846	794,909	368,309	15,166	1,732,230
Senior Vice President, Chief Legal and	2024	483,642	551,372	272,852	15,380	1,323,246
Human Resources Officer

(1)

Reflects principal positions held as of September 30, 2025.

(2)

Reflects the grant date fair value of the stock awards (RSUs and PSUs), determined in accordance with ASC 718. The PSUs granted:

(a)

In FY25 are comprised of PSUs with one, three-year performance period with goals related to rTSR (referred to herein as the FY25-27 rTSR PSUs) and PSUs with three, one-year performance periods with goals related to AOIM (referred to herein as the FY25-27 Y1AOIM PSUs, FY25-27 Y2AOIM PSUs and FY25-27 Y3AOIM PSUs), in each case with the number of shares earned paid out at the end of the three-year performance period on November 15, 2027. The AOIM goals for the FY25-27 Y2AOIM PSUs and FY25-27 Y3AOIM PSUs were not established on the date of grant and, as a result, for accounting purposes, are not considered granted until the respective performance goals are established. Accordingly, the grant date fair value of the FY25-27 rTSR PSUs and FY25-27 Y1AOIM PSUs are reported in the Stock Awards column for 2025, but the grant date fair value of the FY25-27 Y2AOIM PSUs and FY25-27 Y3AOIM PSUs will not be reported in the Stock Awards column until 2026 and 2027, respectively.

(b)

In FY24 are comprised of PSUs with one, three-year performance period with goals related to rTSR (referred to herein as the FY24-26 rTSR PSUs) and PSUs with three, one-year performance periods with goals related to AOIM (referred to herein as the FY24-26 Y1AOIM PSUs, FY24-26 Y2AOIM PSUs and FY24-26 Y3AOIM PSUs), in each case with the number of shares earned paid out at the end of the three-year performance period on November 15, 2026. The AOIM goals for the FY24-26 Y2AOIM PSUs and FY24-26 Y3AOIM PSUs were not established on the date of grant and, as a result, for accounting purposes, are not considered granted until the respective performance goals are established.


SALLYBEAUTY HOLDINGS, INC.	73	2025 Proxy Statement

Accordingly, the grant date fair value of the FY24-26 rTSR PSUs and FY24-26 Y1AOIM PSUs were reported in the Stock Awards column for 2024, and the grant date fair value of the FY24-26 Y2AOIM PSUs are reported in the Stock Awards column for 2025. The grant date fair value of the FY24-26 Y3AOIM PSUs will not be reported in the Stock Awards column until 2026.

(c)

In FY23 are comprised of PSUs with one, three-year performance period with goals related to rTSR (referred to herein as the FY23-25 rTSR PSUs) and PSUs with three, one-year performance periods with goals related to AOI (referred to herein as the FY23-25 Y1AOIM PSUs, FY23-25 Y2AOIM PSUs and FY23-25 Y3AOIM PSUs), in each case with the number of shares earned paid out at the end of the three-year performance period on November 15, 2025. The AOIM goals for the FY23-25 Y2AOIM PSUs and FY23-25 Y3AOIM PSUs were not established on the date of grant and, as a result, for accounting purposes, are not considered granted until the respective performance goals are established. Accordingly, the grant date fair value of the FY23-25 rTSR PSUs and FY23-25 Y1AOIM PSUs were reported in the Stock Awards column for 2023, the grant date fair value of the FY23-25 Y2AOIM PSUs were reported in the Stock Awards column for 2024, and the grant date fair value of the FY23-25 Y3AOIM PSUs are reported in the Stock Awards column for 2025.

(3)

The fair value of the FY25 RSUs is calculated using the closing price for shares of our Common Stock on the date of grant (November 6, 2024). The fair value of the FY25-27 Y1AOIM PSUs, FY24-26 Y2AOIM PSUs and FY23-25 Y3AOIM PSUs is calculated using the closing price for shares of our Common Stock on the date the Committee approved the performance objectives of the awards (November 6, 2024). The fair value of the FY25-27 rTSR PSUs is based on the Monte Carlo valuation as of the grant date (November 6, 2024). The assumptions used in the Monte Carlo valuation of the FY25-27 rTSR PSUs are included in Note 6 to our audited financial statements for the fiscal year ended September 30, 2025, included in our Form 10-K filed with the SEC on November 13, 2025. For PSUs, the grant date fair value is calculated using the target number of PSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values would have been as follows:


	FY25 PSUs	FY24 PSUs	FY23 PSUs
Name	($)(a)	($)(b)	($)(c)
Denise A. Paulonis	6,282,926	4,412,119	4,408,517
Marlo M. Cormier	1,182,501	878,355	930,745
John H. Goss	1,123,910	771,522	731,964
Mark G. Spinks	1,123,910	771,522	750,167
Scott C. Sherman	813,511	510,855	―

(a)

Includes the FY25-27 rTSR PSUs, FY25-27 Y1AOIM PSUs, FY24-26 Y2AOIM PSUs, and FY23-25 Y3AOIM PSUs.

(b)

Includes the FY24-26 rTSR PSUs, FY24-26 Y1AOIM PSUs, FY23-25 Y2AOIM PSUs, and FY22-24 Y3AOIM PSUs.

(c)

Includes the FY23-25 rTSR PSUs, FY23-25 Y1AOIM PSUs, FY22-24 Y2AOIM PSUs, and FY21-23 Y3AOI PSUs.

(4)

The amounts reported reflect AIP awards earned for the respective fiscal year. For information regarding the AIP, please see “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” of this Proxy Statement.

(5)

Amounts reported as “All Other Compensation” for FY25 include the following:


	Company Matching
	Contributions to	Life Insurance
	401(k)	Premiums	Total
Name	($)	($)	($)
Denise A. Paulonis	14,000	840	14,840
Marlo M. Cormier	14,155	1,260	15,415
John H. Goss	14,110	840	14,950
Mark G. Spinks	14,000	1,179	15,179
Scott C. Sherman	14,000	1,166	15,166


SALLYBEAUTY HOLDINGS, INC.	74	2025 Proxy Statement

Grants of Plan-Based Awards for FY25

The following table contains information regarding plan-based awards provided during FY25 to the NEOs:



		Estimated Possible Payouts			Estimated Possible Payouts			All Other
		Under Non-Equity Incentive			Under Equity Incentive			Stock Awards:	Grant Date
		Plan Awards (2)			Plan Awards (3)			Number of	Fair Value
	Grant							Shares of	of Stock
	Date	Threshold	Target	Maximum	Threshold	Target	Maximum	Stock or Units	Awards
Name	(1)	($)	($)	($)	(#)	(#)	(#)	(#)(4)	($)(5)

Denise A. Paulonis
AIP		860,462	1,966,770	3,540,186
RSUs	11/06/24							208,018	2,749,998
FY25-27 rTSR PSUs	11/06/24				41,604	83,208	166,416		1,486,927
FY25-27 Y1AOIM PSUs	11/06/24				20,802	41,603	83,206		549,992
FY24-26 Y2AOIM PSUs	11/06/24				29,447	58,893	117,786		778,565
FY23-25 Y3AOIM PSUs	11/06/24				16,439	32,877	49,316		434,634


Marlo M. Cormier
AIP		224,880	514,011	925,220
RSUs	11/06/24							37,821	499,994
FY25-27 rTSR PSUs	11/06/24				7,565	15,129	30,258		270,355
FY25-27 Y1AOIM PSUs	11/06/24				3,782	7,564	15,128		99,996
FY24-26 Y2AOIM PSUs	11/06/24				5,889	11,778	23,556		155,705
FY23-25 Y3AOIM PSUs	11/06/24				3,288	6,575	9,863		86,922


John H. Goss
AIP		196,270	448,616	807,509
RSUs	11/06/24							37,821	499,994
FY25-27 rTSR PSUs	11/06/24				7,565	15,129	30,258		270,355
FY25-27 Y1AOIM PSUs	11/06/24				3,782	7,564	15,128		99,996
FY24-26 Y2AOIM PSUs	11/06/24				5,300	10,600	21,200		140,132
FY23-25 Y3AOIM PSUs	11/06/24				2,596	5,191	7,787		68,625


Mark G. Spinks
AIP		183,813	420,145	756,261
RSUs	11/06/24							37,821	499,994
FY25-27 rTSR PSUs	11/06/24				7,565	15,129	30,258		270,355
FY25-27 Y1AOIM PSUs	11/06/24				3,782	7,564	15,128		99,996
FY24-26 Y2AOIM PSUs	11/06/24				5,300	10,600	21,200		140,132
FY23-25 Y3AOIM PSUs	11/06/24				2,596	5,191	7,787		68,625


Scott C. Sherman
AIP		169,616	387,693	697,847
RSUs	11/06/24							28,366	374,999
FY25-27 rTSR PSUs	11/06/24				5,674	11,347	22,694		202,771
FY25-27 Y1AOIM PSUs	11/06/24				2,837	5,673	11,346		74,997
FY24-26 Y2AOIM PSUs	11/06/24				3,386	6,772	13,544		89,526
FY23-25 Y3AOIM PSUs	11/06/24				1,990	3,980	5,970		52,616

(1)

As described in footnotes 2 and 3 in the “Summary Compensation Table” of this Proxy Statement, the FY23-25 Y3AOIM PSUs were granted during FY23 (grant date of November 2, 2022), the FY24-26 Y2AOIM PSUs were granted during FY24 (grant date of November 1, 2023) and the FY25-27 Y1AOIM PSUs were granted during FY25 (grant date of November 6, 2024), but the Committee established the applicable performance objectives for such awards during FY25 (on November 6, 2024). Equity award grant values are converted into RSUs and target PSUs using the closing stock price on the date of grant.

(2)

Reflects potential cash award payouts under the AIP. Thresholds are based on financial measures only (no threshold for Strategic Initiatives). See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” of this Proxy Statement for more details. FY25 AIP payouts are shown in the “Summary Compensation Table” of this Proxy Statement under “Non-Equity Incentive Plan Compensation”.


SALLYBEAUTY HOLDINGS, INC.	75	2025 Proxy Statement

(3)

Reflects potential payouts of the PSUs described in footnote (1), in each case under the 2019 Omnibus Incentive Plan. See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Long-Term Incentives” and footnotes 2 and 3 in the “Summary Compensation Table” of this Proxy Statement for more details.

(4)

Reflects RSUs granted in FY25, in each case under the 2019 Omnibus Plan. The restrictions upon these awards lapse ratably over three years. See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Long-Term Incentives” of this Proxy Statement for more details.

(5)

Reflects a grant date fair value of $13.22 per RSU (granted on November 6, 2024), $17.87 per rTSR PSU (granted on November 6, 2024), $13.22 per Y1AOIM PSU (granted on November 6, 2024 - performance objectives established on November 6, 2024), $13.22 per Y2AOIM PSU (granted on November 1, 2023 - performance objectives established on November 6, 2024)) and $13.22 per Y3AOIM PSU (granted on November 2, 2022 - performance objectives established on November 6, 2024).


SALLYBEAUTY HOLDINGS, INC.	76	2025 Proxy Statement

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table contains information about outstanding stock option and stock awards held by the NEOs on September 30, 2025:


		Option Awards				Stock Awards
									Equity Incentive
		Number of	Number of					Equity Incentive	Plan Awards:
		Securities	Securities			Number	Market Value	Plan Awards:	Market or
		Underlying	Underlying			of Units	of Units	Number of	Payout Value of
		Unexercised	Unexercised	Option		of Stock	of Stock	Unearned Units	Unearned Units
		Options	Options	Exercise	Option	That Have	That Have	That Have	That Have
	Grant	Exercisable	Unexercisable	Price	Expiration	Not Vested	Not Vested	Not Vested	Not Vested
Name	Date	(#)	(#)	($)	Date	(#)(1)	($)(3)	(#)(2)	($)(3)

Denise A. Paulonis
RSUs	11/06/24					208,018	3,386,533
FY25-27 rTSR PSUs	11/06/24							83,208	1,354,626
FY25-27 Y1AOIM PSUs	11/06/24					40,605	661,049
RSUs	11/01/23					196,311	3,195,943
FY24-26 rTSR PSUs	11/01/23							117,786	1,917,556
FY24-26 Y1AOIM PSUs	11/01/23					43,639	710,443
FY24-26 Y2AOIM PSUs	11/01/23					57,480	935,774
RSUs	11/02/22					65,755	1,070,491
FY23-25 rTSR PSUs	11/02/22					76,832	1,250,825
FY23-25 Y1AOIM PSUs	11/02/22					27,255	443,711
FY23-25 Y2AOIM PSUs	11/02/22					24,362	396,613
FY23-25 Y3AOIM PSUs	11/02/22					32,088	522,393
Options	10/01/21	125,343	—	17.09	10/01/31


Marlo M. Cormier
RSUs	11/06/24					37,821	615,726
FY25-27 rTSR PSUs	11/06/24							15,129	246,300
FY25-27 Y1AOIM PSUs	11/06/24					7,383	120,195
RSUs	11/01/23					39,262	639,185
FY24-26 rTSR PSUs	11/01/23							23,557	383,508
FY24-26 Y1AOIM PSUs	11/01/23					8,728	142,092
FY24-26 Y2AOIM PSUs	11/01/23					11,496	187,155
RSUs	11/02/22					13,151	214,098
FY23-25 rTSR PSUs	11/02/22					15,366	250,158
FY23-25 Y1AOIM PSUs	11/02/22					5,451	88,742
FY23-25 Y2AOIM PSUs	11/02/22					4,873	79,332
FY23-25 Y3AOIM PSUs	11/02/22					6,418	104,485
Options	11/23/20	11,747	—	11.78	11/23/30
Options	11/04/20	31,024	—	9.09	11/04/30


John H. Goss
RSUs	11/06/24					37,821	615,726
FY25-27 rTSR PSUs	11/06/24							15,129	246,300
FY25-27 Y1AOIM PSUs	11/06/24					7,383	120,195
RSUs	11/01/23					35,336	575,270
FY24-26 rTSR PSUs	11/01/23							21,202	345,169
FY24-26 Y1AOIM PSUs	11/01/23					7,855	127,879
FY24-26 Y2AOIM PSUs	11/01/23					10,346	168,433
RSUs	11/02/22					10,383	169,035
FY23-25 rTSR PSUs	11/02/22					12,132	197,509
FY23-25 Y1AOIM PSUs	11/02/22					4,304	70,069
FY23-25 Y2AOIM PSUs	11/02/22					3,847	62,629
FY23-25 Y3AOIM PSUs	11/02/22					5,067	82,491
Options	11/23/20	7,608	—	11.78	11/23/30
Options	11/04/20	15,364	—	9.09	11/04/30
Options	11/05/19	5,002	—	16.65	11/05/29
Options	11/01/18	14,505	—	18.14	11/01/28
Options	11/01/17	17,516	—	17.42	11/01/27
Options	11/01/16	26,345	—	25.53	11/01/26


SALLYBEAUTY HOLDINGS, INC.	77	2025 Proxy Statement

       
      Option Awards

      Stock Awards

       
      Equity Incentive

       
      Number of

      Number of

      Equity Incentive

      Plan Awards:

       
      Securities

      Securities

      Number

      Market Value

      Plan Awards:

      Market or

       
      Underlying

      Underlying

      of Units

      of Units

      Number of

      Payout Value of

       
      Unexercised

      Unexercised

      Option

      of Stock

      of Stock

      Unearned Units

      Unearned Units

       
      Options

      Options

      Exercise

      Option

      That Have

      That Have

      That Have

      That Have

       
      Grant

      Exercisable

      Unexercisable

      Price

      Expiration

      Not Vested

      Not Vested

      Not Vested

      Not Vested

      Name

      Date

      (#)

      (#)

      ($)

      Date

      (#)(1)

      ($)(3)

      (#)(2)

      ($)(3)

      Mark G. Spinks

      FY25-27 rTSR PSUs

      11/06/24

      15,129

      246,300

      FY25-27 Y1AOIM PSUs

      11/06/24

      7,383

      120,195

      FY24-26 rTSR PSUs

      11/01/23

      21,202

      345,169

      FY24-26 Y1AOIM PSUs

      11/01/23

      7,855

      127,879

      FY24-26 Y2AOIM PSUs

      11/01/23

      10,346

      168,433

      FY23-25 rTSR PSUs

      11/02/22

      12,132

      197,509

      FY23-25 Y1AOIM PSUs

      11/02/22

      4,304

      70,069

      FY23-25 Y2AOIM PSUs

      11/02/22

      3,847

      62,629

      FY23-25 Y3AOIM PSUs

      11/02/22

      5,067

      82,491

      Scott C. Sherman

      FY25-27 rTSR PSUs

      11/06/24

      11,347

      184,729

      FY25-27 Y1AOIM PSUs

      11/06/24

      5,537

      90,142

      FY24-26 rTSR PSUs

      11/01/23

      13,546

      220,529

      FY24-26 Y1AOIM PSUs

      11/01/23

      5,019

      81,709

      FY24-26 Y2AOIM PSUs

      11/01/23

      6,610

      107,611

      FY23-25 rTSR PSUs

      11/02/22

      9,301

      151,420

      FY23-25 Y1AOIM PSUs

      11/02/22

      3,299

      53,708

      FY23-25 Y2AOIM PSUs

      11/02/22

      2,950

      48,026

      FY23-25 Y3AOIM PSUs

      11/02/22

      3,885

      63,248


SALLYBEAUTY HOLDINGS, INC.	78	2025 Proxy Statement

(1)

The unvested time-based stock awards (including RSUs and earned and banked PSUs) vest as follows:


	Grant	Vest Date
Name	Date	11/15/25	11/15/26	11/15/27	Total
Denise A. Paulonis
RSUs	11/06/24	69,339	69,339	69,340	208,018
FY25-27 Y1AOIM PSUs (a)	11/06/24			40,605	40,605
RSUs	11/01/23	98,154	98,157		196,311
FY24-26 Y1AOIM PSUs (b)	11/01/23		43,639		43,639
FY24-26 Y2AOIM PSUs (b)	11/01/23		57,480		57,480
RSUs	11/02/22	65,755			65,755
FY23-25 rTSR PSUs (c)	11/02/22	76,832			76,832
FY23-25 Y1AOIM PSUs (c)	11/02/22	27,255			27,255
FY23-25 Y2AOIM PSUs (c)	11/02/22	24,362			24,362
FY23-25 Y3AOIM PSUs (c)	11/02/22	32,088			32,088
Marlo M. Cormier
RSUs	11/06/24	12,607	12,607	12,607	37,821
FY25-27 Y1AOIM PSUs (a)	11/06/24			7,383	7,383
RSUs	11/01/23	19,630	19,632		39,262
FY24-26 Y1AOIM PSUs (b)	11/01/23		8,728		8,728
FY24-26 Y2AOIM PSUs (b)	11/01/23		11,496		11,496
RSUs	11/02/22	13,151			13,151
FY23-25 rTSR PSUs (c)	11/02/22	15,366			15,366
FY23-25 Y1AOIM PSUs (c)	11/02/22	5,451			5,451
FY23-25 Y2AOIM PSUs (c)	11/02/22	4,873			4,873
FY23-25 Y3AOIM PSUs (c)	11/02/22	6,418			6,418
John H. Goss
RSUs	11/06/24	12,607	12,607	12,607	37,821
FY25-27 Y1AOIM PSUs (a)	11/06/24			7,383	7,383
RSUs	11/01/23	17,667	17,669		35,336
FY24-26 Y1AOIM PSUs (b)	11/01/23		7,855		7,855
FY24-26 Y2AOIM PSUs (b)	11/01/23		10,346		10,346
RSUs	11/02/22	10,383			10,383
FY23-25 rTSR PSUs (c)	11/02/22	12,132			12,132
FY23-25 Y1AOIM PSUs (c)	11/02/22	4,304			4,304
FY23-25 Y2AOIM PSUs (c)	11/02/22	3,847			3,847
FY23-25 Y3AOIM PSUs (c)	11/02/22	5,067			5,067
Mark G. Spinks
RSUs	11/06/24	12,607	12,607	12,607	37,821
FY25-27 Y1AOIM PSUs (a)	11/06/24			7,383	7,383
RSUs	11/01/23	17,667	17,669		35,336
FY24-26 Y1AOIM PSUs (b)	11/01/23		7,855		7,855
FY24-26 Y2AOIM PSUs (b)	11/01/23		10,346		10,346
RSUs	11/02/22	10,383			10,383
FY23-25 rTSR PSUs (c)	11/02/22	12,132			12,132
FY23-25 Y1AOIM PSUs (c)	11/02/22	4,304			4,304
FY23-25 Y2AOIM PSUs (c)	11/02/22	3,847			3,847
FY23-25 Y3AOIM PSUs (c)	11/02/22	5,067			5,067
Scott C. Sherman
RSUs	11/06/24	9,455	9,455	9,456	28,366
FY25-27 Y1AOIM PSUs (a)	11/06/24			5,537	5,537
RSUs	11/01/23	11,288	11,288		22,576
FY24-26 Y1AOIM PSUs (b)	11/01/23		5,019		5,019
FY24-26 Y2AOIM PSUs (b)	11/01/23		6,610		6,610
RSUs	11/02/22	7,960			7,960
FY23-25 rTSR PSUs (c)	11/02/22	9,301			9,301
FY23-25 Y1AOIM PSUs (c)	11/02/22	3,299			3,299
FY23-25 Y2AOIM PSUs (c)	11/02/22	2,950			2,950
FY23-25 Y3AOIM PSUs (c)	11/02/22	3,885			3,885

(a)

The FY25-27 Y1AOIM PSUs are included in this table based on actual performance of 97.6% and will vest on November 15, 2027, subject to continued employment on such date.


SALLYBEAUTY HOLDINGS, INC.	79	2025 Proxy Statement

(b)

The FY24-26 Y1AOIM PSUs and FY24-26 Y2AOIM PSUs are included in this table based on actual performance of 74.1% and 97.6%, respectively, and will vest on November 15, 2026 subject to continued employment on such date.

(c)

The FY23-25 rTSR PSUs, FY23-25 Y1AOIM PSUs , FY23-25 Y2AOIM PSUs, and FY23-25 Y3AOIM PSUs are included in this table based on actual performance of 77.9%, 82.9%, 74.1%, and 97.6%, respectively, which will vest on November 15, 2025, subject to continued employment on such date.

(2)

The potential payout dates for the unearned PSUs are as follows (shown at target). See “Compensation Discussion and Analysis – FY25 Executive Compensation Program – Long-Term Incentives” of this Proxy Statement for more details. The FY25-27 Y2AOIM PSUs, FY25-27 Y3AOIM PSUs, and FY24-26 Y3AOIM PSUs are not included in this table because the performance goals for such awards have not been established and, as a result, are not considered granted for accounting and disclosure purposes until the respective performance goals are established.


	Grant	Performance	Potential Payout Date
Name	Date	Period	11/15/26	11/15/27	Total
Denise A. Paulonis
FY25-27 rTSR PSUs	11/06/24	FY25-27		83,208	83,208
FY24-26 rTSR PSUs	11/01/23	FY24-26	117,786		117,786
Marlo M. Cormier
FY25-27 rTSR PSUs	11/06/24	FY25-27		15,129	15,129
FY24-26 rTSR PSUs	11/01/23	FY24-26	23,557		23,557
John H. Goss
FY25-27 rTSR PSUs	11/06/24	FY25-27		15,129	15,129
FY24-26 rTSR PSUs	11/01/23	FY24-26	21,202		21,202
Mark G. Spinks
FY25-27 rTSR PSUs	11/06/24	FY25-27		15,129	15,129
FY24-26 rTSR PSUs	11/01/23	FY24-26	21,202		21,202
Scott C. Sherman
FY25-27 rTSR PSUs	11/06/24	FY25-27		11,347	11,347
FY24-26 rTSR PSUs	11/01/23	FY24-26	13,546		13,546

(3)

Value based on the closing price for shares of our Common Stock on September 30, 2025 of $16.28.

Option Exercises and Stock Vested IN FY25

The following table contains information about stock options exercised, stock vested and the value realized by the NEOs during FY25:


	Option Awards		Stock Awards (1)
	Number of Shares	Valued Realized	Number of Shares	Value Realized
	Acquired on Exercise	on Exercise	Acquired on Vesting	on Vesting
Name	(#)	($)	(#)	($)
Denise A. Paulonis	—	—	312,423	4,191,855
Marlo M. Cormier	—	—	55,413	743,088
John H. Goss	—	—	45,023	603,758
Mark G. Spinks	—	—	45,023	603,758
Scott C. Sherman	—	—	33,391	447,773

(1)

Value realized on vesting for RSUs and earned PSUs is equal to the closing price for shares of our Common Stock on the date of vesting multiplied by the number of shares acquired upon vesting. The “Number of Shares Acquired on Vesting” and the “Value Realized on Vesting” include shares that were withheld for taxes at the time of vesting.


SALLYBEAUTY HOLDINGS, INC.	80	2025 Proxy Statement

Potential Payments Upon Termination or Change-in-Control

The following table summarizes the estimated value of the payments and benefits that each of our NEOs would receive upon termination of employment under various circumstances or a change-in-control. The amounts shown assume that the triggering event (termination of employment or a change-in-control) occurred on September 30, 2025.

The amounts presented in the following table do not reflect amounts the NEO earned or accrued prior to the triggering event, such as previously vested equity awards. For information about these previously earned and accrued amounts, see the “Summary Compensation Table”, “Outstanding Equity Awards at 2025 Fiscal Year-End” table and “Option Exercises and Stock Vested in FY25” table of this Proxy Statement.


				Change-in-
				Control with	Termination
	Death or		Change-in-	Qualified	for Any Other
	Disability	Retirement	Control	Termination	Reason
Name and Potential Payment Type	($)	($)(1)	($)(2)(8)	($)(2)(3)(9)	($)(10)
Denise A. Paulonis
FY25 Bonus (4)	1,868,432	—	—	1,868,432	—
Severance (5)	—	—	—	4,638,364	—
Equity Awards (6)	9,391,873	—	—	16,200,812	—
Health and Welfare Benefits (7)	—	—	—	17,804	—
Total	11,260,305	—	—	22,725,412	—
Marlo M. Cormier
FY25 Bonus (4)	488,311	—	—	488,311	—
Severance (5)	—	—	—	1,977,457	—
Equity Awards (6)	1,837,627	—	—	3,141,941	—
Health and Welfare Benefits (7)	—	—	—	46,339	—
Total	2,325,938	—	—	5,654,048	—
John H. Goss
FY25 Bonus (4)	426,186	426,186	—	426,186	—
Severance (5)	—	—	—	1,705,078	—
Equity Awards (6)	1,803,315	—	—	2,836,724	—
Health and Welfare Benefits (7)	—	—	—	34,517	—
Total	2,229,501	426,186	—	5,002,505	—
Mark G. Spinks
FY25 Bonus (4)	399,138	399,138	—	399,138	—
Severance (5)	—	—	—	1,663,160	—
Equity Awards (6)	1,803,315	2,501,450	—	2,836,724	—
Health and Welfare Benefits (7)	—	—	—	35,463	—
Total	2,202,453	2,900,588	—	4,934,485	—
Scott C. Sherman
FY25 Bonus (4)	368,309	—	—	368,309	—
Severance (5)	—	—	—	1,541,703	—
Equity Awards (6)	1,271,747	—	—	2,002,993	—
Health and Welfare Benefits (7)	—	—	—	46,793	—
Total	1,640,056	—	—	3,959,798	—

(1)

Mr. Spinks was eligible for retirement for purposes of both AIP and stock awards, and Mr. Goss was eligible for retirement for purposes of AIP only, in each case as of September 30, 2025.

(2)

For purposes of the severance agreements, a “change-in-control” generally includes: (i) the acquisition by any person of 20% or more of the voting power of our outstanding Common Stock; (ii) a change in the majority of the incumbent Board of Directors; (iii) certain reorganizations, mergers or consolidations of us involving a change of ownership of 50% or more of our Common Stock or sales of substantially all of our assets; or (iv) stockholder approval of our complete liquidation or dissolution.


SALLYBEAUTY HOLDINGS, INC.	81	2025 Proxy Statement

(3)

For purposes of this table, a qualified termination means termination without cause or a resignation for good reason within 24 months following a change-in-control. “Good reason” generally includes: (i) a material diminution in authority, duties or responsibilities of the executive or the supervisor to whom the executive reports; (ii) a material reduction in the executive’s base salary; (iii) a material reduction in the budget over which the executive retains authority; (iv) a relocation of the executive’s principal location by more than 20 miles; or (v) any other material breach of the severance agreement. “Cause” generally includes: (i) the executive’s uncured demonstrably willful and deliberate material breach of duties and responsibilities, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company; and (ii) the executive’s commission of a felony involving moral turpitude.

(4)

Reflects the current fiscal year AIP award payout, which was not yet paid as of September 30, 2025.

(5)

Reflects a severance payment of 1.99 times the NEO’s base salary as of the end of FY25 plus 1.99 times the average of the NEO’s AIP award payouts for the previous five fiscal years (excluding FY25), payable in a lump sum. Because she commenced employment in FY20, an annualized bonus was used for FY20 for Ms. Cormier.

(6)

Reflects the estimated value of unvested in-the-money stock options, PSUs and RSUs based on the closing price per share of our Common Stock on September 30, 2025 of $16.28. For purposes of this calculation, unvested stock options having a value less than $16.28 have a value of $0. For PSUs, calculations are based on the following: (i) in the case of death, disability, or retirement, 100% of the target number of units for the FY25-27 rTSR PSUs and FY24-26 rTSR PSUs, 77.9% of the target number of units for the FY23-25 rTSR PSUs, 82.9% of the target number of units for the FY23-25 Y1AOIM PSUs, 74.1% of the target number of units for the FY23-25 Y2AOIM PSUs, 97.6% of the target number of units for the FY23-25 Y3AOIM PSUs, 74.1% of the target number of units for the FY24-26 Y1AOIM PSUs, 97.6% of the target number of units for the FY24-26 Y2AOIM PSUs, and 97.6% of the target number of units for the FY25-27 Y1AOIM PSUs; and (ii) in the case of a change-in-control with qualified termination, 100% of the target number of units for the FY25-27 rTSR PSUs, FY24-26 rTSR PSUs and FY23-25 rTSR PSUs, 82.9% of the target number of units for the FY23-25 Y1AOIM PSUs, 74.1% of the target number of units for the FY23-25 Y2AOIM PSUs, 97.6% of the target number of units for the FY23-25 Y3AOIM PSUs, 74.1% of the target number of units for the FY24-26 Y1AOIM PSUs, 97.6% of the target number of units for the FY24-26 Y2AOIM PSUs, and 97.6% of the target number of units for the FY25-27 Y1AOIM PSUs, per the terms of the award agreements. The impact of each scenario on outstanding stock options, PSUs and RSUs is described in the following table:


Equity Award Type	Death or Disability	Retirement (a)	Change-in- Control with Qualified Termination	Termination for Any Other Reason
Options	Accelerated Vesting (Next Tranche Only)	Continues to Vest up to 36 Months	Accelerated Vesting (All)	Forfeited
PSUs	In Progress, Prorated (Based on Actual Performance); Not in Progress, Forfeited	In Progress, Prorated (Based on Actual Performance); Not in Progress, Forfeited	rTSR PSUs, Accelerated Vesting (All at Target); All Other PSUs (In Progress, Based on Actual Performance; Not in Progress, Forfeited)	Forfeited
RSUs	Accelerated Vesting (Next Tranche Only)	Continues to Vest up to 36 Months	Accelerated Vesting (All)	Forfeited

(a)

Assuming the NEO agrees to restrictive covenants. If the NEO does not agree to restrictive covenants, then the NEO will forfeit his or her unvested equity awards.

(7)

Reflects the cost of continued health and welfare benefits for 24 months, based on (i) our portion of the projected cost of the benefits (the NEO pays the employee cost for such coverage) and (ii) the level of coverage selected by the NEO.

(8)

Assuming stock options, RSUs and PSUs awarded pursuant to the 2010 and 2019 Omnibus Incentive Plans are assumed by the acquirer. If, instead, the stock options, RSUs and PSUs were not assumed by the buyer, then such awards would be canceled in in exchange for a cash payment (based upon the difference between the price per share offered in connection with the change-in-control and the exercise price, in the case of stock options). The estimated value of such awards is reflected in the “Change-in-Control with Qualified Termination” column of this table.


SALLYBEAUTY HOLDINGS, INC.	82	2025 Proxy Statement

(9)

Pursuant to the terms of the severance agreements, any payments to the executive under such agreements will be reduced so that the present value of such payments plus any other “parachute payments” as determined under Section 280G of the Internal Revenue Code will not, in the aggregate, exceed 2.99 times the executive’s average taxable income from us over the five-year period ending prior to the year in which a change-in-control occurs. However, no such reduction will apply to payments that do not constitute “excess parachute payments” under Section 280G of the Internal Revenue Code.

(10)

If the executive terminates employment with the Company for any reason other than death or disability, retirement or a change-in-control with a qualified termination, then such executive will not be entitled to any payments or benefits in connection with such termination.


SALLYBEAUTY HOLDINGS, INC.	83	2025 Proxy Statement

Ceo Pay Ratio

The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.

The employee we identified as the median employee in FY24 is no longer employed by the Company. As a result, we identified a new median employee for FY25.

Our median employee determination date was July 1, 2025, which was within the last three months of FY25, as required by the pay ratio rule. We determined that the Company and its consolidated subsidiaries had 26,867 employees as of July 1, 2025. To determine our median employee, we used W-2 “gross pay” as our consistently applied compensation measure. We then annualized gross pay for permanent employees who commenced work during FY25 and any employees who were on temporary leave for a portion of FY25. From the considered population, we identified the median employee and determined their annual total compensation using the same methodology we use for our NEOs as set forth in the Summary Compensation Table included in this Proxy Statement.

For FY25, the total annual compensation of our CEO was $9,112,619 and the median employee’s total annual compensation was $17,080. Accordingly, the ratio of CEO pay to median employee pay was 534:1.


SALLYBEAUTY HOLDINGS, INC.	84	2025 Proxy Statement

Pay versus Performance

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.


	CEO (1)		Other NEOs (1)
Fiscal Year	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)	AOI (Millions) (7)
2025	$9,112,619	$12,550,325	$2,051,569	$2,629,824	$187.34	$210.22	$195.9	$328.4
2024	$7,538,897	$12,772,501	$1,711,129	$2,546,032	$156.16	$143.51	$153.4	$314.6
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:


Fiscal Year	CEO	Other NEOs
2025	Denise A. Paulonis	Marlo M. Cormier, John H. Goss, Mark G. Spinks, Scott C. Sherman
2024	Denise A. Paulonis	Marlo M. Cormier, John H. Goss, Mark G. Spinks, Scott C. Sherman
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 table illustrates the adjustments to the Summary Compensation Table Total for our CEO as well as the average for our other NEOs ("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.


Reconciliation of Fiscal Year 2025 Summary Compensation Table		Average
Total to Compensation Actually Paid	CEO	Other NEOs
Summary Compensation Table Total	$9,112,619	$2,051,569
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year	$6,000,116	$1,016,521
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year	$7,556,811	$1,280,610
Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years	$1,931,243	$321,320
Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year	$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	-$50,233	-$7,154
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	$0	$0
Compensation Actually Paid	$12,550,325	$2,629,824

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 for the applicable year, except that the fair value calculations of (i) the options granted on October 1, 2021 used an estimated term of 3.00 years in FY25, as compared to an estimated term of 6.00 years used to calculate the grant date fair value of such awards, and (ii) the FY23-25 AOIM PSU, FY24-26 AOIM PSU, and FY25-27 AOIM PSU awards had payouts below target in FY25, in each case as compared to the grant date fair value calculations which assumed a payout at target.

(4)

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.


SALLYBEAUTY HOLDINGS, INC.	85	2025 Proxy Statement

(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)

AOI is our Company Selected Measure. Please see “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” section of this CD&A for AOI definition. Please see Appendix 1 for a reconciliation to the most directly comparable GAAP financial measure.

RELATIONSHIP BETWEEN CAP VERSUS CUMULATIVE TSR OF THE COMPANY AND 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:

RELATIONSHIP BETWEEN CAP VERSUS 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:


SALLYBEAUTY HOLDINGS, INC.	86	2025 Proxy Statement

RELATIONSHIP BETWEEN CAP VERSUS AOI

The following chart illustrates the relationship between CAP for our CEO and the average CAP for our Other NEOs against our AOI:

MOST IMPORTANT PERFORMANCE MEASURES

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:

•

AOI

•

AOIM

•

Comparable Sales

•

TSR


SALLYBEAUTY HOLDINGS, INC.	87	2025 Proxy Statement


SALLYBEAUTY HOLDINGS, INC.	88	2025 Proxy Statement

PROPOSAL 3

RATIFICATION OF SELECTION OF AUDITORS

Based upon the recommendation of the Audit Committee, the Board of Directors has selected KPMG LLP, which we refer to as KPMG, to serve as our independent registered public accounting firm for the year ending September 30, 2026. Although we are not required to seek stockholder ratification of this appointment, the Audit Committee and the Board believe it to be a matter of good corporate governance to do so. Representatives of KPMG will be present at the annual meeting, will have the opportunity to make a statement, if they desire to do so, and will be available to answer appropriate questions.

FEES PAID TO KPMG

The fees billed by KPMG with respect to the years ended September 30, 2025 and September 30, 2024 were as follows:


		Year Ended September 30, 2025		Year Ended September 30, 2024
Audit Fees (1)	$	2,233,324	$	2,945,102
Audit-Related Fees (2)	$	6,100	$	17,503
Tax Fees (3)	$	838,032	$	954,836
All Other Fees	$	1,780	$	1,780
Total Fees (4)	$	3,079,236	$	3,919,221


(1)	Aggregate fees billed for professional services for the audit of annual financial statements as well as accounting and reporting advisory services related to regulatory filings and acquisition activities.
(2)	Audit-related fees primarily consist of fees for services related to certain agreed-upon procedures.
(3)	Tax fees consist of fees for services related to the preparation of the U.S. and associated state and local income tax returns, foreign tax return preparation, transfer pricing assistance, tax audit assistance, state income tax planning, and other ad hoc federal, state, and international/foreign tax matter assistance.
(4)	The Audit Committee pre-approved all fees.
The Audit Committee has reviewed the non-audit services provided by KPMG and determined that the provision of these services during fiscal 2025 is compatible with maintaining KPMG’s independence. Pre-Approval Policy. Our Audit Committee (or its designee, as described below) approved all audit and permissible non-audit fees during fiscal year 2025. The Audit Committee has the sole and direct authority to engage, appoint and replace our independent auditors. In addition, the Audit Committee has established an Audit and Non-Audit Services Pre-Approval Policy, whereby every engagement of KPMG to perform audit or permissible non-audit services on behalf of us or any of our subsidiaries requires pre-approval from the Audit Committee or its designee before KPMG is engaged to provide those services. Pursuant to that policy, we expect that on an annual basis, the Audit Committee will review and provide pre-approval for certain types of services that may be rendered by the independent auditors, together with a budget for the applicable fiscal year. The pre-approval policy also requires the pre-approval of any fees that are in excess of the amount budgeted by the Audit Committee. The pre-approval policy contains a provision delegating limited pre-approval authority to the Chair of the Audit Committee in instances when pre-approval is needed prior to a scheduled Audit Committee meeting. The Chair of the Audit Committee would be required to report on such pre-approvals at the next scheduled Audit Committee meeting. As a result, the Audit Committee or its designee has approved 100% of all services performed by KPMG on behalf of us or any of our subsidiaries subsequent to November 16, 2006, the date we became a public company. If the stockholders do not ratify the selection of KPMG , the selection of independent auditors will be reconsidered by the Audit Committee of the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 3.


SALLYBEAUTY HOLDINGS, INC.	89	2025 Proxy Statement

REPORT OF THE AUDIT COMMITTEE

The Audit Committee serves an independent oversight role by consulting with and providing guidance to management and the Company’s independent auditors on matters such as accounting, audits, compliance, controls, disclosure, finance and risk management. The Board of Directors has affirmatively determined that all Audit Committee members are “independent” (within the meaning of the applicable rules of the NYSE and the SEC) and financially literate. The Board of Directors has designated Lawrence “Chip” Molloy, the Chair of the Audit Committee, Jeffrey Boyer, Dorlisa K. Flur, and James M. Head as audit committee financial experts under the SEC’s guidelines.

The Audit Committee’s purposes and responsibilities are described in its charter, available on the corporate governance section of the Company’s website at https://www.sallybeautyholdings.com/investor-relations and in print, without charge, upon written request to our Vice President of Investor Relations. They include (a) assisting the Board of Directors in its oversight of the integrity of the Company’s financial statements and financial reporting processes, overseeing compliance with legal and regulatory requirements, reviewing the independent auditors’ qualifications and independence (including auditor rotation), and reviewing the performance of the Company’s internal audit function; (b) deciding whether to appoint, retain or terminate the Company’s independent auditors and to pre-approve all audit, audit-related, tax and other services, if any, to be provided by the independent auditors; and (c) preparing this report. The Audit Committee members do not act as accountants or auditors for the Company. Management is responsible for the Company’s financial statements and the financial reporting process, including the implementation and maintenance of effective internal control over financial reporting. The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles. The independent auditors have free access to the Audit Committee to discuss any matters they deem appropriate.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Consistent with its charter, the Audit Committee has evaluated the qualifications, performance, and independence of KPMG LLP, the Company’s independent auditors, including that of KPMG’s lead audit partner. As part of its auditor engagement process, the Audit Committee considers whether to rotate the independent auditors. The Audit Committee has established in its charter a policy pursuant to which all services, audit and non-audit, provided by the independent auditor must be pre-approved by the Audit Committee or its designee. The Company’s pre-approval policy is more fully described in this Proxy Statement under the caption “Proposal 3 — Ratification of Selection of Auditors.” The Audit Committee has concluded that provision of the non-audit services described in that section is compatible with maintaining the independence of KPMG LLP. In this context, the Audit Committee has reviewed and discussed, with management and the independent auditors, the Company’s audited financial statements for the year ended September 30, 2025. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the Public Company Accounting Oversight Board, or PCAOB. In addition, the Audit Committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence from the Company and its management. The Audit Committee has considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence.

Following the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, for filing with the Securities and Exchange Commission.


	Submitted by the Audit Committee:

	Lawrence “Chip” Molloy (Chair) Jeffrey Boyer Dorlisa K. Flur James M. Head

DEADLINES AND PROCEDURES FOR NOMINATIONS AND STOCKHOLDER PROPOSALS

PROPOSALS FOR INCLUSION IN PROXY MATERIALS FOR OUR 2027 ANNUAL MEETING

Under SEC Rule 14a-8, if you intend to submit a stockholder proposal and request its inclusion in the proxy statement and form of proxy for our 2027 annual meeting, such submission must be in writing and received by our Corporate Secretary at our corporate headquarters no later than August 12, 2026. Submissions of stockholder proposals after this date will be considered untimely for inclusion in the proxy statement and form of proxy for our 2027 annual meeting.

OTHER PROPOSALS OR NOMINATIONS FOR THE 2027 ANNUAL MEETING

Our By-Laws require that any stockholder proposal or director nomination that is not submitted for inclusion in next year’s proxy statement under SEC Rule 14a-8, but is instead sought to be presented directly at the 2027 annual meeting, must be received at our principal executive offices not less than 90 days and not more than 120 days prior to the first anniversary of the 2026 annual meeting. As a result, proposals and director nominations submitted pursuant to these provisions of our By-Laws must be received no earlier than September 24, 2026, and no later than the close of business on October 24, 2026, and must otherwise comply with the requirements of our By-Laws. Any stockholder submissions should be sent to us by certified mail, return receipt requested, addressed to: Corporate Secretary, Sally Beauty Holdings, Inc., 7900 Windrose Avenue, Plano, Texas 75024, United States of America.

A copy of our By-Laws may be obtained on the governance section of our Website at https://www.sallybeautyholdings.com/investor-relations, or by written request to the Corporate Secretary, Sally Beauty Holdings, Inc., 7900 Windrose Avenue, Plano, Texas 75024, United States of America.


SALLYBEAUTY HOLDINGS, INC.	90	2025 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q: What is a proxy?

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, Scott Sherman, our Chief Legal and Human Resources Officer, and Rebecca L. Morley, our securities 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.

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.

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.

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 24, 2025. 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 98,266,491 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.

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:

•

By Written Proxy — You may vote by mailing the written proxy card.

•

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


SALLYBEAUTY HOLDINGS, INC.	91	2025 Proxy Statement

allow our stockholders to vote their shares, and to confirm that their instructions have been properly recorded.

Street Name Holders. If your shares are held in the name of a bank, broker or other similar holder of record, check your proxy card or the information provided to you by such holder of record to determine which electronic voting options are available until 11:59 p.m., Eastern Time, on January 21, 2026. Please follow their instructions carefully. As a beneficial holder, you are also invited to attend the annual meeting, which will be held virtually. However, since you are not the stockholder of record, you may not vote your shares or ask questions at the annual meeting unless you obtain a signed legal proxy from your bank, broker or other similar holder of record giving you the right to vote the shares and send it to the tabulation agent, Computershare, to obtain a control number to enter the meeting as a validated stockholder.

Q: What constitutes a quorum for the annual meeting?

A: A quorum for the transaction of business will be present if the holders of a majority of our Common Stock issued and outstanding and entitled to cast votes at the annual meeting are present, in person or by proxy, at the annual meeting. Your shares are counted as present if you attend the annual meeting or if you properly return a proxy over the Internet, by telephone or by mail. Abstentions and broker non-votes will be counted as “present” for purposes of establishing a quorum at the annual meeting. If a quorum is not present at the annual meeting, the annual meeting may be adjourned from time to time until a quorum is present.

Q: How are abstentions and broker non-votes counted?

A: Votes will be counted and certified by an independent inspector of elections. Abstentions and broker non-votes (as defined below) will be counted for purposes of establishing a quorum but will not affect the outcome of the vote on any proposal. If you hold shares through an account with a bank, broker or other similar holder of record, the voting of the shares by the bank, broker or other similar holder of record when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (“NYSE”). These rules allow banks, brokers and other similar holders of record to vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions. On matters considered “non-routine,” banks, brokers and other similar holders of record may not vote shares (referred to as “broker non-votes”) without your instruction.


SALLYBEAUTY HOLDINGS, INC.	92	2025 Proxy Statement

Q: What proposals are we voting on at this meeting? What are the voting recommendations of the Board and what vote is required to approve the proposals?


The Proposals That You are Being Asked to Vote on at the Annual Meeting	Our Board’s Voting Recommendations	Vote Required to Approve each Nominee
Proposal 1: Election of Ten Directors to Serve for One-Year Terms	FOR EACH NOMINEE	Affirmative Vote of a Majority of Votes Cast by Stockholders
		Vote Required to Approve Proposal 2
Proposal 2: Advisory Approval of the Compensation of our NEOs	FOR	Affirmative Vote of a Majority of Votes Cast by Stockholders
		Vote Required to Approve Proposal 3
Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal 2026	FOR	Affirmative Vote of a Majority of Votes Cast by Stockholders

A “majority of the votes cast” means the number of “ votes exceeds the number of “Against” votes. If a nominee who currently is serving as a director does not receive the required vote for re-election, Delaware law provides that such director will continue to serve on the Board as a “holdover” director. However, pursuant to 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.

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 2026 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.


SALLYBEAUTY HOLDINGS, INC.	93	2025 Proxy Statement

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/MYVLCJG 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.

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 19, 2026.

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


SALLYBEAUTY HOLDINGS, INC.	94	2025 Proxy Statement


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/MYVLCJG 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.

16.

Q: What is “householding” and how does it affect me as a stockholder?

A: To reduce the expenses of delivering duplicate proxy materials, we may take advantage of the SEC’s “householding” rules that permit us to deliver only one set of proxy materials to stockholders who share an address, unless otherwise requested. If you share an address with another stockholder and have received only one set of proxy materials, you may request a separate copy of these materials at no cost to you by calling our Investor Relations department at (940) 898-7500, by email at investorrelations@sallybeautyholdings.com, or by written request to the Corporate Secretary, Sally Beauty Holdings, Inc., 7900 Windrose Avenue, Plano, Texas 75024. For future annual meetings, you may request separate voting materials, or request that we send only one set of proxy materials to you if you are receiving multiple copies, by calling or writing to us at the phone number and address given above.

Stockholders of Record: If you vote on the Internet at www.envisionreports.com/SBH, simply follow the prompts for enrolling in the electronic proxy delivery service.

Beneficial Owners: If you hold your shares in a brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or other holder of record regarding the availability of this service.

17.

Q: How will stockholders know the outcome of the proposals considered at the annual meeting?

A: We will announce preliminary results at the annual meeting. We will report final results at https://www.sallybeautyholdings.com/investor-relations and in a filing with the SEC on Form 8-K.


SALLYBEAUTY HOLDINGS, INC.	95	2025 Proxy Statement

OTHER MATTERS

The Board of Directors knows of no other matters to be acted upon at the annual meeting, but if any matters properly come before the meeting that are not specifically set forth on the proxy card and in this Proxy Statement, it is intended that the persons voting the proxies will vote in accordance with their best judgments.


	By Order of the Board of Directors,

	Corporate Secretary
December 10, 2025


SALLYBEAUTY HOLDINGS, INC.	96	2025 Proxy Statement

APPENDIX 1 NON-GAAP FINANCIAL NUMBERS RECONCILIATION

SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES

(In Millions - Unaudited)


	FY22	FY23	FY24	FY25
Operating Income (as Reported GAAP)	$337.6	$325.0	$282.7	$327.8
Restructuring Charges	$45.9	$12.0	($0.1)
COVID-19	$6.2	$3.7
Fuel for Growth and Other	$1.5		$32.0	$23.7
Corporate Relocation				($24.8)
Asset Impairment				$1.8
Adjusted Operating Income (non-GAAP)	$391.3	$340.8	$314.6	$328.4

	FY22	FY23	FY24	FY25
Net Sales (as Reported GAAP)	$3,815.6	$3,728.1	$3,717.0	$3,701.4

Operating Income Margin (as Reported GAAP)	8.8%	8.7%	7.6%	8.9%

Adjusted Operating Income Margin (non-GAAP)	10.3%	9.1%	8.5%	8.9%

	FY22	FY23	FY24	FY25
Diluted EPS (as Reported GAAP)	$1.66	$1.69	$1.43	$1.89
Restructuring Charges	$0.33	$0.08
COVID-19	$0.04	$0.02
Loss on Debt Extinguishment	$0.12	$0.04	$0.03
Fuel for Growth and Other	$0.01		$0.23	$0.18
Corporate Relocation				($0.18)
Asset Impairment				$0.01
Adjusted Diluted EPS (non-GAAP)	$2.16	$1.83	$1.69	$1.90

Note: The sums above may slightly vary from the non-GAAP financial numbers due to rounding.


SALLYBEAUTY HOLDINGS, INC.	A-1	2025 Proxy Statement

[THIS PAGE INTENTIONALLY LEFT BLANK]


SALLYBEAUTY HOLDINGS, INC.		2025 Proxy Statement

SALLY BEAUTY VOTE HOLDINGS, INC. Your vote matters – here’s how to vote You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/SBH or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/SBH Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all nominees listed in Proposal 1 and FOR Proposals 2 and 3. 1. Election of Directors For Against Abstain For Against Abstain For Against Abstain 01 - Diana S. Ferguson 02 - Denise Paulonis 03 - Rachel R. Bishop 04 - Jeffrey Boyer 05 - Dorlisa K. Flur 06 - James Head 07 - Lawrence “Chip” Molloy 08 - Erin Nealy Cox 09 - Debra Perelman 10 - Max Rangel 2. To approve an advisory (non-binding) resolution regarding the compensation of our named executive officers, including our compensation practices, and principles and their implementation, as disclosed in the accompanying Proxy Statement. For Against Abstain 3. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for our 2026 fiscal year. For Against Abstain B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1PCF 047FR

The Annual Meeting of Stockholders of Sally Beauty Holdings, Inc. will be held on Thursday, January 22, 2026 at 9:00 A.M. Central Time, virtually via the internet at meetnow.global/MYVLCJG. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. YOUR VOTE IS IMPORTANT Whether or not you plan to attend the Annual Meeting virtually, please promptly vote over the Internet, by telephone, or by mailing in the proxy card. Voting by any of these methods will ensure your representation at the Annual Meeting if you choose not to attend virtually. Voting early will not prevent you from voting during the virtual Annual Meeting if you wish to do so. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/SBH IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — Sally Beauty Holdings, Inc. This Proxy is Solicited on Behalf of the Board of Directors of Sally Beauty Holdings, Inc. The undersigned hereby appoints Scott Sherman, Marlo Cormier, Rebecca Morley, or any of them, proxies, each with full power of substitution, to vote the shares of the undersigned at the Annual Meeting of Stockholders of Sally Beauty Holdings, Inc. on January 22, 2026, or any adjournments thereof, upon all matters as may properly come before the meeting. Without otherwise limiting the foregoing general authorization, the proxies are instructed to vote as indicated herein. You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE. You need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations in the Proxy Statement FOR all nominees for election of directors in Proposal 1 and FOR Proposals 2 and 3. If any other matters properly come before the meeting that are not specifically set forth on the proxy card and in the Proxy Statement, it is intended that the persons voting the proxies will vote in accordance with their best judgments. The proxies cannot vote your shares unless you sign and return this card or vote electronically over the Internet or via the toll-free number. Please mark, sign and date on the reverse side. C Non-Voting Items Change of Address — Please print new address below.

Source: View Original Filing on SEC EDGAR

FAQ

What key items will SBH (NYSE: SBH) stockholders vote on at the 2026 annual meeting?

Stockholders will vote on three proposals: electing ten directors to one-year terms, approving an advisory (non-binding) resolution on executive compensation, and ratifying KPMG LLP as the independent registered public accounting firm for fiscal 2026.

When and how will Sally Beauty Holdings’ 2026 annual stockholder meeting be held?

The annual meeting will be held virtually via live webcast on January 22, 2026 at 9:00 a.m. Central Time. Stockholders can attend, vote electronically, and submit questions by visiting the meeting website and following the instructions in their proxy materials.

How did Sally Beauty (SBH) perform financially in fiscal 2025?

In fiscal 2025, SBH generated net sales of $3.7 billion, a 0.4% decline from the prior year. Global e-commerce sales were $397 million, representing 11% of total net sales. The company reported GAAP and adjusted operating earnings of $328 million with an operating margin of 8.9%, and it repurchased about 5 million shares for an aggregate cost of $53 million.

What are the main strategic accomplishments SBH highlights for FY25?

SBH cites progress in several areas, including a Sally brand refresh called “Sally Ignited,” digital initiatives such as improved site performance and same-day delivery, and product innovations like new brands (K18, Unite) and optimized own-brand promotions. The company also reports over $70 million of run-rate savings, high in-stock levels above 90%, and ongoing pilots like the Happy Beauty store concept.

How diverse and independent is the Sally Beauty board of directors?

The slate of director nominees is 60% women and 40% men, with nine of ten nominees qualifying as independent under NYSE and SEC rules. The board emphasizes diversity across gender, race, experience and skills, and notes that all members of the key committees (Audit, Compensation and Talent, and Nominating, Governance and Corporate Responsibility) are independent directors.

What sustainability and culture initiatives does SBH emphasize in this proxy?

SBH highlights its focus on human capital, culture and belonging, philanthropy, environmental sustainability, responsible sourcing, and data protection and cybersecurity. Examples include meeting a 25% post-consumer recycled content goal for own-brand packaging, reducing carbon emissions and electricity usage, expanding employee resource groups, and supporting anti–domestic violence efforts through the SBH Inspires Foundation.

How does Sally Beauty oversee executive pay and talent management?

The Compensation and Talent Committee, composed entirely of independent directors, oversees executive compensation, talent strategy, and culture and belonging programs. It sets compensation philosophy, reviews CEO and executive pay relative to goals, considers stockholder advisory votes on pay, and uses an independent compensation consultant to benchmark programs against similar public companies.

Trending News

Sally Beauty (NYSE: SBH) details FY25 results, board diversity and 2026 proxy votes

Rhea-AI Filing Summary

Positive

Negative

Sally beauty

holdings, inc.

TABLE OF CONTENTS

TABLE OF CONTENTS

2025 PROXY STATEMENT SUMMARY

ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS

2025 PROXY STATEMENT SUMMARY

DIRECTOR NOMINEES

2025 PROXY STATEMENT SUMMARY

BOARD NOMINEES SNAPSHOT

2025 PROXY STATEMENT SUMMARY

FY25 PERFORMANCE

2025 PROXY STATEMENT SUMMARY

FY25 STRATEGIC OBJECTIVES AND ACCOMPLISHMENTS

2025 PROXY STATEMENT SUMMARY

FY25 CORPORATE GOVERNANCE HIGHLIGHTS

FY25 SUSTAINABILITY HIGHLIGHTS – The Board continued its focus on advancing company-wide culture and sustainability efforts, which are focused on the main areas where we can have a meaningful impact:

FY25 STOCKHOLDER OUTREACH – During FY25, 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.

FY25 EXECUTIVE COMPENSATION HIGHLIGHTS – Highlights of our Named Executive Officer compensation program – including NEO Changes and Compensation Program Changes for FY25 and FY26 – are described in the Compensation Discussion & Analysis section beginning on page 50.

PROPOSAL 1

PROPOSAL 1

PROPOSAL 1

PROPOSAL 1

PROPOSAL 1

PROPOSAL 1

BOARD NOMINEE QUALIFICATIONS AND EXPERIENCE

CORPORATE GOVERNANCE, THE BOARD AND ITS COMMITTEES

BOARD PURPOSE AND STRUCTURE

CORPORATE GOVERNANCE PHILOSOPHY

BOARD DIVERSITY

SUSTAINABILITY

PURPOSE AND VALUES

GOVERNANCE

ETHICS CODE

HUMAN CAPITAL

CULTURE & BELONGING

PHILANTHROPY AND COMMUNITY IMPACT

ENVIRONMENTAL SUSTAINABILITY

RESPONSIBLE SOURCING AND SUPPLY CHAIN

DATA PROTECTION AND CYBERSECURITY

DIRECTOR INDEPENDENCE

NOMINATION OF DIRECTORS

STOCKHOLDER RECOMMENDATIONS ORNOMINATIONS FOR DIRECTOR CANDIDATES

DIRECTOR QUALIFICATIONS

ANNUAL ELECTION OF DIRECTORS

MANDATORY RETIREMENT OF DIRECTORS

DIRECTORS WHO CHANGE THEIR PRESENT JOB RESPONSIBILITIES

BOARD SELF EVALUATIONS

BOARD MEETINGS AND ATTENDANCE

BOARD LEADERSHIP STRUCTURE

COMMUNICATIONS WITH THE BOARD

BOARD’S ROLE IN THE RISK MANAGEMENT PROCESS

COMMITTEES OF THE BOARD OF DIRECTORS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

COMPENSATION RISK ASSESSMENT

RELATED PARTY TRANSACTIONS

DIRECTORS’ COMPENSATION AND BENEFITS

FY25 Director Compensation Table (1)

NARRATIVE DISCUSSION OF DIRECTOR COMPENSATION TABLE

DIRECTOR INDEMNIFICATION AGREEMENTS

NO MATERIAL PROCEEDINGS

BENEFICIAL OWNERSHIP OF

COMPANY’S STOCK

SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

Executive Compensation

Executive Summary

Compensation Philosophy and Objectives

FY25 Executive Compensation Program

TYING COMPENSATION TO PERFORMANCE

BASE SALARY

ANNUAL INCENTIVE

CORPORATE GOVERNANCE,
THE BOARD AND ITS COMMITTEES

STOCKHOLDER RECOMMENDATIONS OR
NOMINATIONS FOR DIRECTOR CANDIDATES

COMPENSATION AND TALENT
COMMITTEE REPORT