SBH 8-K
Sally Beauty Holdings, Inc. (SBH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On June 12, 2025, the Board of Directors (the “Board”) of Sally Beauty Holdings, Inc. (the “Company”) elected Max Rangel to the Board. Mr. Rangel has also been named to the Nominating, Governance, and Corporate Responsibility and Compensation and Talent Committees of the Board.
Mr. Rangel will participate in the Company’s director compensation program. A complete description of the Company’s current director compensation program is set forth in the Sally Beauty Holdings, Inc. Amended and Restated Independent Director Compensation Policy dated September 16, 2024, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Mr. Rangel is not a party to any transaction with the Company that would be reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended. Mr. Rangel is not a party to any material plan, contract, or arrangement in connection with his election to the Board.
The Board has determined that Mr. Rangel is an “independent director” as defined under the listing requirements of the New York Stock Exchange.
The press release announcing the appointment of Mr. Rangel to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d)
Exhibit |
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Description |
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10.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SALLY BEAUTY HOLDINGS, INC. |
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June 18, 2025 |
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/s/ Denise Paulonis |
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Name: Denise Paulonis |
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Title: President and Chief Executive Officer |
Exhibit 10.1
SALLY BEAUTY HOLDINGS, INC.
INDEPENDENT DIRECTOR COMPENSATION POLICY
(AMENDED AND RESTATED AS OF SEPTEMBER 16, 2024)
Upon recommendation and approval by the Compensation and Talent Committee (the “Compensation and Talent Committee”) of the Board of Directors (the “Board”) of Sally Beauty Holdings, Inc. (the “Company”), the Board has adopted the following compensation policy, effective as of October 1, 2024 (the “Effective Date”), for independent directors of the Company. The compensation policy has been developed to compensate certain independent directors of the Company for their time, commitment and contributions to the Board. This policy shall apply to directors of the Company who are not Company employees (each an “Independent Director”).
CASH COMPENSATION
Retainers for Serving on the Board
Independent Directors shall be paid an annual cash retainer of $105,000, payable in advance in quarterly installments, for each calendar year of service on the Board. Cash retainers for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such quarter.
Retainers for Serving as Chair
An additional annual cash retainer shall be paid to an Independent Director who serves as the Non-Executive Chair of the Board (the “Non-Executive Chair”) or Chair of the Audit Committee; Compensation and Talent Committee; or Nominating, Governance and Corporate Responsibility Committee (a “Committee Chair”). Such additional retainer shall be payable in advance in quarterly installments, in the following annualized amounts:
Non-Executive Chair $200,000
Audit Committee $30,000
Compensation and Talent Committee $25,000
Nominating, Governance and Corporate Responsibility Committee $22,500
The Compensation and Talent Committee may recommend a “special” retainer or lump sum cash payment for Independent Directors of up to $50,000 annually to reflect increased responsibilities as may occur from time to time.
Additional and / or “special” retainers paid for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such quarter.
EQUITY-BASED COMPENSATION
Annual Grants
Each Independent Director shall be granted an annual equity-based retainer award with a value at the time of issuance of approximately $160,000. Such award shall be made at the Company’s annual meeting of stockholders (the “Annual Meeting”) in the form of RSUs, in accordance with the Omnibus Plan and shall vest on the earlier of the one-year anniversary of the date of grant or the next Annual Meeting.1
Deferral Elections
Independent Directors may elect, by the deadline imposed by the Compensation and Talent Committee in compliance with Section 409A of the Code, to defer delivery of the shares of common stock of the Company (“Common Stock”) that would otherwise be due on the vesting date until a later date as specified in such Independent Director’s deferral election form. The Company shall establish the rules and procedures for such payment deferrals in compliance with Section 409A of the Code and Treasury regulations and guidance with respect to such law. 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.
In the event an Independent Director’s Board service terminates because of death or disability, a pro rata portion of such Independent Director’s unvested RSUs shall vest upon such termination. If an Independent Director’s Board service is terminated for any other reason than the foregoing RSUs shall be canceled upon such termination.
TRAVEL EXPENSE REIMBURSEMENT
Each of the Independent Directors shall be entitled to receive reimbursement for reasonable travel expenses which they properly incur in connection with their functions and duties as a director. With respect to air travel, reimbursements shall be limited to the cost of first-class commercial airline tickets for the trip and date in question.
Minimum EQUITY Ownership
Each Independent Director must own shares of Common Stock in an amount equal to 5x their base annual cash retainer (excluding additional annual cash retainers for the Non-Executive Chair and Committee Chairs) (“Retention Amount”). Independent Directors are required to achieve their Retention Amount within five years of becoming subject to the requirements. Until such time as the Independent Director reaches their minimum equity
1 Note that if the next Annual Meeting is not at least 50 weeks after the immediately preceding year’s Annual Meeting, then these grants must count towards the bucket of awards that do not need to comply with the minimum vesting requirement under the 2019 Plan.
ownership Retention Amount, the Independent Director will be required to retain 100% of the shares of Common Stock received upon settlement of their restricted stock units.
Equity that Counts Toward Meeting the Retention Amount:
Equity that Does Not Count Toward Meeting the Retention Amount:
Compliance:
Retention Amounts for Independent Directors are determined as a multiple of their base annual cash retainer and then converted to a fixed number of shares based on an average of the prior fiscal year’s quarter-end closing stock prices. The required Retention Amount will be re-determined each December 1st based on the then-current annual cash retainer and an average of the prior fiscal year’s quarter-end closing stock prices. Once established each year, an Independent Director’s required Retention Amount does not change as a result of fluctuations in the market price of the Common Stock. Once achieved, ownership of the required Retention Amount must be maintained for as long as the Independent Director is subject to the guidelines.
The Nominating, Governance and Corporate Responsibility Committee of the Board will be responsible for monitoring compliance with these equity ownership guidelines.
EFFECTIVE DATE, AMENDMENT, REVISION AND TERMINATION
This policy may be amended, revised or terminated by the Compensation and Talent Committee at any time and from time-to-time.
Exhibit 99.1
Contact: Jeff Harkins
Investor Relations
940-297-3877
Sally Beauty Holdings Appoints Max Rangel to Board of Directors
DENTON, Texas, June 18, 2025 – Sally Beauty Holdings, Inc. (NYSE: SBH) today announced the appointment of Max Rangel, consumer products industry veteran and Global President and CEO of Spin Master Corporation, to its Board of Directors, effective immediately.
“We are very pleased to have Max join our Board of Directors and bring his C-suite experience and industry expertise gained from more than three decades at consumer goods companies including Procter & Gamble, The Hershey Company, and S.C. Johnson & Son,” said Diana Ferguson, Chair of SBH’s Board. “Max is a seasoned executive with experience driving operational excellence along with brand transformation, innovative marketing, and growth across leading global companies. We look forward to benefiting from his views and insights as the Sally Beauty Holdings team continues to focus on advancing our strategic initiatives and delivering profitable growth.”
“I am honored to join the Board at such an exciting moment in Sally Beauty Holdings’ strategic journey,” said Mr. Rangel. “The Company has made meaningful progress in reimagining the customer experience and scaling digital capabilities, and I am excited to contribute my skill sets and perspectives to help accelerate growth, innovation and drive shareholder value.”
Mr. Rangel will serve on the Nominating, Governance and Corporate Responsibility Committee, as well as the Compensation and Talent Committee of the Board. With the appointment of Mr. Rangel, SBH’s Board now comprises ten directors, nine of whom are independent.
About Max Rangel
Mr. Rangel is a results-driven global C-Suite executive with 30 years of experience in the consumer products sector, including The Procter & Gamble Company, The Hershey Company, and S.C. Johnson & Son, Inc., currently serving as Global President and CEO of Spin Master Corporation, a leading public global children’s toy and entertainment company. Since joining Spin Master in 2021, Mr. Rangel has overseen the strategic expansion of its portfolio, most notably through the acquisition of Melissa & Doug, strengthening its position in the children’s entertainment industry.
Prior to Spin Master, he held executive positions at S.C. Johnson & Son, from 2015 to 2020, where he led the Asia Pacific, Middle East, and Africa regions as well as the strategic expansion of the lifestyle brands’ portfolio across Asia, Europe, Latin America, and Canada. Prior to that, Mr. Rangel
served as Senior Vice President, Global Chocolate at The Hershey Company from 2012 to 2015. Earlier in his career, Mr. Rangel held various leadership positions of increasing responsibility during his 22 years with Procter & Gamble spanning general management, marketing, and supply chain across North America, Latin America, and Asia.
Mr. Rangel holds an MBA and a Bachelor of Science in Engineering, both from Tulane University.
Mr. Rangel also serves as a member of the Board of Directors of Spin Master and a member of the Advisory Board of Break the Ceiling Touch the Sky.
About Sally Beauty Holdings, Inc.
Sally Beauty Holdings, Inc. (NYSE: SBH), as the leader in professional hair color, sells and distributes professional beauty supplies globally through its Sally Beauty Supply and Beauty Systems Group businesses. Sally Beauty Supply stores offer up to 7,000 products for hair color, hair care, nails, and skin care through proprietary brands such as Ion®, Bondbar®, Strawberry Leopard®, Generic Value Products®, Inspired by Nature® and Silk Elements® as well as professional lines such as Wella®, Clairol®, OPI®, L'Oreal®, Wahl® and Babyliss Pro®. Beauty Systems Group stores, branded as Cosmo Prof® or Armstrong McCall® stores, along with its outside sales consultants, sell up to 8,000 professionally branded products including Paul Mitchell®, Wella®, Matrix®, Schwarzkopf®, Kenra®, Goldwell®, Joico®, Amika® and Moroccanoil®, intended for use in salons and for resale by salons to retail consumers. For more information about Sally Beauty Holdings, Inc., please visit sallybeautyholdings.com.