Form 4: Sally Beauty Executive Awarded 18,362 Performance-Based Stock Units

Kim McIntosh, GVP, Controller & CAO of Sally Beauty Holdings, Inc., reported the acquisition of 18,362 restricted stock units, primarily performance-based, on November 5, 2025.

Summary

• Kim McIntosh, GVP, Controller & CAO, acquired a total of 18,362 Restricted Stock Units (RSUs) on November 5, 2025.
• These RSUs convert into common stock on a one-for-one basis.
• 3,235 RSUs are earned Performance Stock Units (PSUs) from a November 2, 2022 grant, based on relative total shareholder return (rTSR) goals over a three-year period ending September 30, 2025, with payout on November 15, 2025.
• 1,351 RSUs are earned PSUs from a November 2, 2022 grant, based on adjusted operating income margin (AOIM) goals for the third one-year performance period (October 1, 2024, to September 30, 2025), with payout on November 15, 2025.
• 2,587 RSUs are earned PSUs from a November 1, 2023 grant, based on AOIM goals for the second one-year performance period (October 1, 2024, to September 30, 2025), with payout on November 15, 2026.
• 1,661 RSUs are earned PSUs from a November 6, 2024 grant, based on AOIM goals for the first one-year performance period (October 1, 2024, to September 30, 2025), with payout on November 15, 2027.
• An additional 9,528 RSUs will vest in three equal installments on November 15, 2026, November 15, 2027, and November 15, 2028.

Sentiment

Score: 7

Explanation: The filing reports routine executive compensation awards, including performance-based units, which aligns management incentives with company performance. This is a neutral to slightly positive event as it reflects the achievement of prior performance goals and ongoing executive retention strategies.

Positives

• The grants align executive compensation with company performance through performance stock units (PSUs) tied to relative total shareholder return (rTSR) and adjusted operating income margin (AOIM) goals.
• The vesting schedule over multiple years encourages long-term commitment and performance from the executive.

Negatives

• No immediate cash benefit for the executive, as these are restricted stock units that vest over time and are subject to performance conditions.

Risks

• The value of the awarded RSUs is subject to the future performance of Sally Beauty Holdings, Inc.'s common stock.
• Achievement of performance goals (rTSR and AOIM) is not guaranteed, which could impact the final number of shares earned.

Future Outlook

The performance stock units are tied to future achievement of relative total shareholder return (rTSR) and adjusted operating income margin (AOIM) goals, indicating a focus on long-term value creation and operational efficiency. The vesting schedules for these awards extend through November 2028.

Industry Context

Stock-based compensation, particularly performance-based units, is a common practice in publicly traded companies to incentivize executives and align their interests with shareholders. The use of rTSR and AOIM as performance metrics is standard for driving both market-based and operational performance within the retail and beauty supply industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) is a standard compensation practice for executive officers in the retail and beauty supply industry, similar to companies like Ulta Beauty or LVMH.
• Tying PSUs to metrics such as relative Total Shareholder Return (rTSR) and Adjusted Operating Income Margin (AOIM) is a common approach to align executive incentives with both market performance and operational profitability, consistent with best practices in corporate governance.
• The multi-year vesting and performance periods (up to three years for PSUs and three installments for RSUs) are typical for fostering long-term executive retention and strategic focus.

Corporate Governance

Stakeholder Impact

• Shareholders: The award of performance-based compensation aligns executive interests with shareholder returns and operational profitability, potentially benefiting long-term shareholder value if performance goals are met.
• Employees: No direct impact on general employees is indicated, but executive compensation practices can influence overall company culture and morale.
• Management: The executive receives a significant equity award, incentivizing continued performance and retention.

Next Steps

• Payout of 2022 rTSR and AOIM PSUs on November 15, 2025.
• Payout of 2023 AOIM PSUs on November 15, 2026.
• First vesting installment of 9,528 RSUs on November 15, 2026.
• Payout of 2024 AOIM PSUs on November 15, 2027.
• Second vesting installment of 9,528 RSUs on November 15, 2027.
• Third vesting installment of 9,528 RSUs on November 15, 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation awards, including performance-based stock units, which is a standard practice for aligning management incentives with company performance. It does not contain new financial results, strategic shifts, or other information that would warrant a change in investment recommendation. The awards reflect the achievement of previously set performance goals and ongoing executive retention, which are generally neutral to slightly positive for long-term stability but do not provide a catalyst for a 'buy' or 'sell' decision based solely on this filing.

Keywords

Sally Beauty Holdings, SBH, Kim McIntosh, Restricted Stock Units, RSU, Performance Stock Units, PSU, Executive Compensation, Insider Trading, Form 4, Stock Award, Corporate Governance