Exhibit 10.18
Sally Beauty Holdings, Inc.
Compensation Recoupment Policy
(as amended on July 24, 2023)
For purpose of this Policy, the following terms have the following meanings:
“Accounting Restatement” means any accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
“Board” means the Board of Directors of the Company.
“Company” means Sally Beauty Holdings, Inc.
“Committee” means the Compensation and Talent Committee of the Board.
“Covered Employee” means any current or former employee of the Company or any of its direct or indirect subsidiaries (other than a Covered Executive).
“Covered Executive” means the current or former officers identified as executive officers by the Company in the Company’s filings with the SEC pursuant to Item 401(b) of Regulation S-K and the officers required to file reports under Section 16 of the Exchange Act.
“Determination Date” means the date upon which the Committee shall have determined that a particular Covered Employee or Covered Executive engaged in Misconduct.
“Discretionary Policy” has the meaning set forth in Section 4.1 hereof.
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“Discretionary Policy Effective Date” has the meaning set forth in Section 1 hereof.
“Equity Award” means any appreciation-type award (such as stock options) or full value award (such as restricted stock) with respect to the common stock of the Company.
“Erroneously Awarded Compensation” is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total stockholder return (TSR), where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount shall be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was Received; and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
“Financial Reporting Measure” is any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Stock price and TSR (and any measures that are derived wholly or in part from stock price or TSR) are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Please refer to Appendix B to this Policy for a non-exhaustive list of examples of Incentive-Based Compensation.
“Mandatory Policy” has the meaning set forth in Section 3 hereof.
“Mandatory Policy Effective Date” means October 2, 2023.
“Misconduct” means any activity by a Covered Employee or Covered Executive that is (i) harmful to the interests of the Company, including without limitation, conduct during his or her employment that violates the Company’s Code of Business Conduct and Ethics, Insider Trading Policy Statement, Corporate Governance Guidelines, or other similar policies; and/or (ii) any form of misconduct, negligence or dereliction of duty which caused or contributed to the need for a restatement or material adjustment of any financial performance measure upon which the vesting or payment of his or her Incentive-Based Compensation are or were based; all to an extent which, in the reasonable opinion of the Committee, justifies the recoupment of compensation as described herein.
“Other Covered Person” has the meaning set forth in Section 3.8 hereof.
“Policy” means this Sally Beauty Holdings, Inc. Compensation Recoupment Policy (including both the Mandatory Policy and the Discretionary Policy).
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“Received” means the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
“SEC” means the United States Securities and Exchange Commission.
“Shares” means shares of common stock of the Company.
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APPENDIX A
Sally Beauty Holdings, Inc.
Acknowledgment of
Compensation Recoupment Policy
By my signature below, I acknowledge that I have read and received the Sally Beauty Holdings, Inc. Compensation Recoupment Policy, as amended on July 24, 2023 (the “Policy”), and that I am fully bound by, and subject to the terms and conditions of, the Policy.
Signature:
Name (printed):
Date:
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APPENDIX B
Examples of Incentive-Based Compensation
Examples of compensation that constitutes Incentive-Based Compensation for purposes of the Mandatory Policy include, but are not limited to, the following:
Examples of compensation that does not constitute Incentive-Based Compensation for purposes of the Mandatory Policy include the following:
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