Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 1, 2021, the Board of Directors
(the “Board”) of Sally Beauty Holdings, Inc. (the “Company”) announced the appointment of Denise Paulonis
as the Company’s President and Chief Executive Officer, effective October 1, 2021. Christian A. Brickman, the Company’s
current President and Chief Executive Officer, will terminate employment and his role as Chairman of the Board effective September 30,
2021. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Ms. Paulonis’ Appointment as President and Chief Executive
Officer
Ms. Paulonis, age 49, has been a member of
the Company’s Board of Directors since 2018 and is the current Chair of the Audit Committee. Since February 2020, she has served
as Chief Financial Officer of Sprouts Farmers Market. From 2014 to 2020, Ms. Paulonis served in various executive roles at The Michaels
Companies, including as Executive Vice President and CFO (August 2016 – January 2020), Senior Vice President of Finance
and Treasurer (November 2015 – August 2016), and Vice President of Corporate Finance, Investor Relations and Treasury
(September 2014 – November 2015). From 2000 to 2014, Ms. Paulonis held various senior level positions with PepsiCo,
McKinsey & Company and Bank of America. She earned a Bachelor of Science in finance and economics from Miami University and a
Masters of Business Administration from The Wharton School at the University of Pennsylvania.
With respect to the disclosure required by Item
401(d) of Regulation S-K, there are no family relationships between Ms. Paulonis and any director or executive officer of the
Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Ms. Paulonis
and the Company that would be required to be reported.
The Company entered into a written offer letter
with Ms. Paulonis outlining the terms of her employment as President and Chief Executive Officer. Pursuant to the terms of
the offer letter, Ms. Paulonis will receive an annual salary at the rate of $1,100,000. Ms. Paulonis will participate
in the Company’s Annual Incentive Plan (“AIP”), with a target annual bonus of 150% of her base salary. In addition to
participating in the AIP, Ms. Paulonis will be eligible to receive a long-term incentive (LTI) award with a grant date target value
equal to $4,250,000. The Company and Ms. Paulonis also will enter into a change-in-control severance agreement having terms
consistent with those provided to the other executive officers, which severance agreements have been previously described by the Company
in, and attached as Exhibit 10.3 to, the Current Report on Form 8-K filed by the Company on November 5, 2012.
In connection with her commencement of employment
with the Company, Ms. Paulonis will receive a $400,000 sign-on bonus, 50% of which is subject to repayment if she resigns or if the
Company terminates her employment for cause within her first year of employment with the Company. In addition, Ms. Paulonis will
receive a special LTI award on the date that she commences employment with the Company, consisting of restricted stock having a grant
date target fair value of $1,450,000 and stock options having a grant date target fair value of $1,000,000. The restricted shares
and options will vest ratably over three years beginning on the first anniversary of the date of grant, subject to Ms. Paulonis’
continued employment with the Company on each applicable vesting date and subject to such other terms and conditions of the Company’s
2019 Omnibus Incentive Plan and the individual award agreements. The Company also will assist Ms. Paulonis with her relocation to
the Company’s headquarters and will reimburse Ms. Paulonis for relocation expenses.
The foregoing summary of Ms. Paulonis’
offer letter is qualified in its entirety by reference to the full text of the offer letter, which will be filed as an exhibit to the
Company’s Annual Report on Form 10-K for the fiscal year ending September 30, 2021.
Separation Agreement with Mr. Brickman
The Company and Mr. Brickman have entered
into a separation agreement, pursuant to which Mr. Brickman will receive, in exchange for his release of all potential claims against
the Company: (1) acceleration of vesting of certain time-based equity awards, as follows: (i) 118,179 options and 48,405 restricted
shares granted on November 4, 2020, (ii) 80,030 options and 26,426 restricted shares granted on November 5, 2019, and (iii) 77,361
options and 24,256 restricted shares granted on November 1, 2018; (2) eligibility to vest in up to 24,202 performance-based
restricted stock units granted on November 4, 2020 subject to achievement of applicable adjusted operating income goals; and (3) consulting
pay of up to $500,000 to assist in the orderly transition of his duties, payable in 6 equal installments during the 6-month period following
Mr. Brickman’s separation date, provided that the independent members of the Company’s Board of Directors may terminate
the consulting arrangement at any time.
The separation agreement contains covenants regarding
confidential information and non-disparagement, as well as a non-competition covenant and an employee non-solicitation covenant that apply
for 12-months following Mr. Brickman’s separation from employment.
The
foregoing description of Mr. Brickman’s separation agreement is qualified in its entirety by reference to the full text of
the separation agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year
ending September 30, 2021.