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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.    )

SALLY BEAUTY HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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3001 Colorado Boulevard, Denton, Texas 76210

Letter from our President and Chief Executive Officer

To our stockholders,

You are cordially invited to attend the annual meeting of stockholders of Sally Beauty Holdings, Inc., which will take place at the Sally Support Center, 3001 Colorado Boulevard, Denton, Texas 76210to be held virtually on Thursday, February 1, 2018,January 28, 2021, at 9:00 a.m., localcentral 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.

        Even if you intend to join us in person, weWe encourage you to vote in advance so that we will know that we have a quorum of stockholders for the meeting. When you vote in advance, please indicate your intention to personally attend the annual meeting. Please see the Question and Answer section on Page 4 of the enclosed Proxy Statement for instructions on how to obtain an admission ticket if you plan to personally attend the annual meeting.

        Whether or not you are able to personally attend the annual meeting, itIt is important that your shares be represented and voted.voted whether or not you plan to attend the annual meeting virtually. 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 if you choose not to attend in person. If you decide to attend the annual meeting, you will be able to vote in person, even if you have personally submitted your proxy. Please review the instructions on the proxy card or the information forwarded by your bank, broker, or other holder of record concerning each of these voting options.meeting.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Sally Beauty Holdings, Inc.

		Christian A. Brickman Director, President and Chief Executive Officer
December 15, 2017

December 16, 2020

Table of ContentsSALLY BEAUTY

Sally Beauty Holdings, Inc.
HOLDINGS, INC.

3001 Colorado Boulevard, Denton, Texas 76210

Official Notice of Annual Meeting of Stockholders

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To our stockholders:

The annual meeting of stockholders of Sally Beauty Holdings, Inc. (the "Corporation"“Corporation”) will take place at the Sally Support Center, 3001 Colorado Boulevard, Denton, Texas 76210be held virtually on Thursday, February 1, 2018,January 28, 2021, at 9:00 a.m., localcentral 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 Corporation's named executive officers, including the Corporation'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 2018 fiscal year; and



(4)

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

 

(1)

The election of the twelve 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 Corporation’s named executive officers, including the Corporation’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 2021 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 December 7, 2017November 30, 2020 will be entitled to receive notice of and to vote at the meeting.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 February 1, 2018:
January 28, 2021:

The Proxy Statement and the 20172020 Annual Report to stockholders are available at:

www.edocumentview.com/sbh

By Order of the Board of Directors,

John Henrich

Corporate Secretary

December 16, 2020

		By Order of the Board of Directors,
		Matthew O. Haltom Corporate Secretary

December 15, 2017

		IMPORTANT:
If you plan to attend the annual meeting you must have an admission ticket or other proof of share ownership as of the record date. Please see the Question and Answer section on Page 4 of this Proxy Statement for instructions on how to attend the annual meeting. Please note that the doors to the annual meeting will open at 8:00 a.m. and will close promptly at 9:00 a.m.
Whether or not you expect to personally attend the meeting, we 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. The Internet voting and telephone voting facilities for stockholders of record will be available until 1:00 a.m., local time, on February 1, 2018. 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 Corporation'sCorporation’s named executive officers, including the Corporation'sCorporation’s compensation practices and principles and their implementation, as disclosed in this Proxy Statement),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.

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TABLE OF CONTENTS 30 Directors’ Compensation and Benefits 30 Narrative Discussion of Director Compensation Table 32 Director Indemnification Agreements 32 No Material Proceedings 33 BENEFICIAL OWNERSHIP OF THE COMPANY’S STOCK 33 Securities Owned by Directors and Executive Officers 35 Persons Owning More than Five-percent of the Company’s Common Stock 36   PROPOSAL 2   - ADVISORY VOTE ON EXECUTIVE COMPENSATION 37 EXECUTIVE OFFICERS 40 EXECUTIVE COMPENSATION 40 Compensation Discussion and Analysis 60 Compensation and Talent Committee Report 61 Compensation Tables 68 CEO PAY RATIO 69   PROPOSAL 3   - RATIFICATION OF SELECTION OF AUDITORS 70 Report of the Audit Committee 71 DEADLINES AND PROCEDURES FOR NOMINATIONS AND STOCKHOLDER PROPOSALS 72 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 76 OTHER MATTERS A-1 APPENDIX 1 NON-GAAP FINANCIAL NUMBERS RECONCILIATION

2020 PROXY STATEMENT SUMMARY Proxies are being solicited by the Board of Directors of Sally Beauty Holdings, Inc. (NYSE: SBH) (“we,” “us,” or the “Corporation”) to be voted at our 2021 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.CentralTime, January 28, 2021 Place This year’s meeting will be a virtual annual meeting 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: www.meetingcenter.io/201951081. The password for the meeting is SBH2021. Please refer to the Q&A section beginning on page 72 for instructions on how to attend the virtual meeting. Record Date November 30, 2020 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 16, 2020, 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 Agenda

•

Election of tenStockholders, Proxy Statement, form of proxy and Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (FY20). Voting Matters Proposal Board Vote Recommendation Page Reference (for more detail) Proposal 1: Elect twelve directors



•

Approval of FOR each Nominee 10 Proposal 2: Approve, on an advisory (non-binding) resolution regarding thebasis, compensation of the Corporation'sour named executive officers including the Corporation's compensation practices and principles and their implementation, as disclosed in this Proxy Statement



•

Ratification ofFOR 36 Proposal 3: Ratify KPMG LLP as our independent registered public accounting firm for fiscal 2018

Voting Matters2020 PROXY STATEMENT SUMMARY Director Nominees Twelve directors are standing for election at the 2021 Annual Meeting for one-year

Proposal 2 — Approval of Non-Binding Resolution Regarding Executive Officer Compensation (see page 70)

We are asking stockholders2020 PROXY STATEMENT SUMMARY FY20 Performance same store sales growth adjusted operating income (1)(2) ($ in millions) diluted earnings per share 3-year average roic (2) (1) Please see Appendix 1 for a reconciliation of non-GAAP numbers. (2) Please see page 51 for Adjusted Operating Income definition and page 53 for 3-Year Average ROIC definition. Net Sales were $3.51 billion. Cash Flow from Operations of $426.9 million—used to approve onfund investment in the business and fund the repurchase of 4.7 million shares at an advisory (non-binding) basisaggregate cost of $61.4 million. Global E-Commerce Sales Increased by 103% compared to the compensationprior year. Gross Profit was $1.72 billion.

2020 PROXY STATEMENT SUMMARY FY20 Strategic Objectives and Accomplishments Play to win with our customers Reintroduce our brand, build our key owned brands and build brands with influencers Expand distribution rights of important color and care brands, pursue new and exclusive brands, attract new customers Service the Pro needs, regardless of channel; invite the Barber Leverage global, operate local Launch our Private Label Rewards Credit Card Improve our retail fundamentals Hire, develop and retain the best talent Leverage data via CRM and loyalty programs to enhance our understanding of our customers Finalize & stabilize: complete point-of-sale system; order management system roll-out and JDA implementation Expand the roll-out of our new store concepts Modernize our supply chain Advance our digital commerce capabilities Lead with mobile Develop dynamic fulfillment options, including ship from store; buy online; same-day delivery; pick up in store and split shipment Drive costs out of the Corporation's named executive officers, includingBusiness Through continuous improvement efforts, achieve additional selling, general and administrative expense savings to offset inflation and wage pressure

PROXY STATEMENT SUMMARY FY20 Corporate Governance Highlights 100% attendance by all directors for all Board and Committee meetings in FY20. Board adopted a revised charter for the Corporation's compensation practicesnewly-renamed “Compensation and principlesTalent Committee”, which will provide hands-on oversight of our diversity, inclusion and belonging initiatives. In FY20 the Board established the Vice Chair role for the Audit Committee, Compensation Committee and NGCR Committee, thereby strengthening Board leadership, accountability and succession planning. Board continued its focus on advancing company-wide ESG and sustainability efforts, which are focused on four main areas where we can have a meaningful impact: 1) Employees; Diversity and Inclusion—we continue efforts to show that diversity and inclusion are at the heart of our company: at the Board level, throughout our global workforce and in our shared commitment to serving a diverse customer base and their implementation, as disclosedcommunities. 2) Product Development and Sourcing—we continue to make progress toward our long-term sustainability goals by using best practices in this Proxy Statement. The Board believesproduct development and sourcing. 3) Energy /Environment—we made progress towards reducing our environmental impact by reducing energy usage and increasing energy efficiency. We continued implementing our SBH Going Green Program, which we hope will eliminate plastic bags in our North American stores, and reduce waste and increase recycling capabilities at our Sally Beauty Headquarters. 4) Data Privacy and CyberSecurity Oversight—each quarter during FY20, our Chief Information Security Officer delivered detailed reports to the Audit Committee which has primary oversight of risks related to data protection and cybersecurity. FY20 Stockholder Outreach During FY20, we continued to engage with investors and sell-side analysts by hosting numerous meetings, investor calls and virtual events. We believe that its current compensation program uses a balanced mix of base salary,listening to investors is essential to good governance and annual andto the 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 Corporation's executive officers with those of its stockholders. As evidenced by the resultssustainability of our "say-on-pay" vote atcompany. Our senior management is open and accessible. As such, we want to engage with and listen to our 2017 Annual Meeting of Stockholders, with over 99% of the shares voted being votedinvestors and sell-side analysts in favor of the proposal,order to have productive conversations in which we believe that stockholders have indicated strong support for the structurereview our strategic objectives, operations and execution of our named executive officer compensation program. The Board recommends a voteFOR this proposal.

progress, and listen to their feedback. FY20 Executive Compensation Highlights Highlights of our named executive officerNamed Executive Officer compensation program, as described in the Compensation Discussion and AnalysisCD&A section beginning on page 40, include:

•

emphasis Emphasis on performance-based compensation with base(base salary being the onlyis sole fixed component of an executive officer's direct compensation;



•

annualcompensation) Annual incentive based on growth in same store sales, adjusted operating income and strategic initiatives Annual long-term equity grants in the form of stockof: Stock options (Options), which provide realized value only to the extent our stock price increases after the date of grant thereby aligning stockholder and executive interests, and performance-based restrictedPerformance stock units (PSUs), which serve to reward long-term performance Restricted stock awards (RSAs), which serve as a strong retention tool and alignthereby aligning management with the long-term interests of our stockholders;



•

double-triggerstockholders through the various equity grant vehicles “Double trigger” severance benefits and no 280G excise tax gross-ups; and“gross-ups”



•

appropriate Appropriate risk-management practices, including an annual review of our compensation-related risk profile, clawback and anti-hedging policies and stockequity ownership requirements.

This advisory (non-binding) resolution regarding the compensation of the Corporation's named executive officers, including the Corporation's compensation practices and principles and their implementation, as disclosed in this Proxy Statement, requires the affirmative vote of a majority of the votes cast at the meeting. The Board recommends a voteFOR this proposal.requirements

Proposal 3 — Ratification of Independent Auditors (see page 71)

Although stockholder ratification is not required by law, we are asking stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal 2018. Set forth below is summary information with respect to KPMG LLP's fees for services provided in fiscal 2016 and fiscal 2017. The Board recommends a voteFOR this proposal.

2019 Annual Meeting

•

Stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by us by August 17, 2018.



•

Notice of stockholder proposals outside of SEC Rule 14a-8 must be delivered to us no earlier than October 4, 2018 and no later than November 3, 2018.

        Katherine Button Bell,PROPOSAL 1 - ELECTION OF DIRECTORS Timothy R. Baer Director, age 59.    Ms. Button Bell has served on60 Mr. Baer was elected to our Board of Directors in January 2020. Mr. Baer founded and has been Managing Partner of TRB Partners LLC since March 20132017 and isof TRB Law PPLC since 2019. In addition, Mr. Baer has served as Senior Advisor and Co-Chair of the PJT Camberview Advisory Council since 2017. From 2016 to 2017 Mr. Baer was Senior Advisor to Target Corporation and from 2004 to 2016 he was Target’s Executive Vice President, Chief MarketingLegal Officer and Corporate Secretary. Mr. Baer has previously served as a board member of the Office of the Chief Executive of Emerson Electric Company, a diversified global manufacturingfor Greater MSP and technology

PROPOSAL 1 - ELECTION OF DIRECTORS Dorlisa K. Flur Director, age 55 Ms. Flur was elected to our Board of Directors in January 2020. Ms. Flur has served as a consultant and senior advisor to Southeastern Grocers, Inc. since August 2018 and was previously its Chief Strategy and Transformation Officer from August 2016 to July 2018. Prior to that Ms. Flur served as Executive Vice President, Omnichanel for Belk, Inc. from February 2013 to January 2016, where she integrated stores and eCommerce and also led supply chain. She was previously Vice Chair, Strategy and Chief Administrative Officer at Family Dollar Stores, Inc. where she held a series of top operational 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. where she co-led its Charlotte, North Carolina office. She currently serves as a director of Hibbett Sports, Inc., where she is a member of its Audit Committee, and United States Cold Storage, Inc., a wholly-owned subsidiary of John Swire & Sons, Ltd. We believe that Ms. Flur’s 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 55 Mr. Head has been a Partner at BDT & Company, LLC since 2016. Prior to joining BDT, Mr. Head 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. He began his career at Houlihan Lokey in Los Angeles. Mr. Head, through his role at BDT, has periodically provided strategic and financial advice to the Corporation since 2017. Mr. Head holds an M.B.A. degree from the Anderson School of Management at UCLA and a B.S. degree in Finance from Indiana University. 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.

Linda Heasley Director, age 62.65 Ms. Heasley has served on our Board of Directors since May 2017 and has beenwas President and Chief Executive Officer of J.Jill, Inc. from April 2018 until December 2019. Before joining J.Jill, Inc., Ms. Heasley served as the Chief Executive Officer and a director of The Honey Baked Ham Company, LLC sincefrom February 2017.2017 to March 2018. Ms. Heasley served as the Chief Executive Officer and President of Lane Bryant, Inc. from February 2013 until February 2017. Ms. Heasley served2017 and as the Chairman,Chair, President and Chief Executive Officer at Limited Stores LLC from August 2007 until February 2013. Prior to this, Ms. Heasley held senior leadership roles at CVS Health Corporation, Timberland LLC, Bath and Body Works and L Brands, Inc. She currently servesMs. Heasley previously served as a director at J. Jill,of J.Jill, Inc. Ms. Heasley holds a B.A. degree from Harvard University and earned her MBA from the John Anderson School of Management, UCLA. We believe that Ms. Heasley'sHeasley’s executive and management experience well qualifyqualifies her to serve on our Board.

        Joseph C. Magnacca, age 55.    Mr. Magnacca has been a member of our Board of directors since August 2017. Mr. Magnacca has over 25 years of leadership experience in the retail industry and currently serves as President, Chief Executive Officer and Director of Massage Envy Franchising, LLC, a position he has held since January 2016. Before joining Massage Envy, Mr. Magnacca served as the Chief Executive Officer and Director of RadioShack Corp. from February 2013 to April 2015. From February 2011 to February 2013, Mr. Magnacca was Executive Vice President and President of Daily

PROPOSAL 1 - ELECTION OF DIRECTORS      Robert R. McMaster Director, age 69.72 Mr. McMaster has served on our Board of Directors since November 2006 and as our Chairmanthe Chair of theour Board since February 2016. Mr. McMaster served as our Lead Independent Director from November 2012 until he was named ChairmanChair of the Board. Mr. McMaster has been a director of Carpenter Technology Corporation, a NYSE listed manufacturer and distributor of specialty metals, since 2007, where he currently serves as a member of its audit and strategy committees. Mr. McMaster is also chairmanChair of the audit committeeAudit Committee of The Columbus Foundation, a charitable trust and nonprofit corporation. From May 2003 until June 2006, Mr. McMaster previously served as a director of Carpenter Technology Corporation, American Eagle Outfitters, Inc. and as chairman of its audit committee and a member of its compensation committee. Mr. McMaster was a director and a member of the audit and compensation committees of Dominion Homes, Inc. from May 2006 to May 2008. From January 2003 until February 2005, Mr. McMaster served, and as Chief Executive Officeran executive officer of ASP Westward, LLC, and ASP, Westward, L.P. and from June 1997 until December 2002, Mr. McMaster served as Chief Executive Officer of, Westward Communications Holdings, LLC and Westward Communications, L.P. Mr. McMaster is a former partner of KPMG LLP and a former member of its management committee. He also served as the Senior Financial Advisor to the CEO of Worthington Industries, Inc. from October 2008 to May 2013. We believe that Mr. McMaster'sMcMaster’s long and varied business career, including his extensive accounting experience, well qualifies him to serve on our Board.

John A. Miller Director, age 64.67 Mr. Miller has served on our Board of Directors since November 2006. Mr. Miller is the President and Chief Executive Officer of North American Corporation, a multi-divisional company specializing in industrial paper products, packaging, printing and other commercial consumables. Mr. Miller has served as the President of North American Corporation since 1987. Mr. Miller is also a director of Wirtz Corporation, where he is a member of its Audit and Compensation CommitteesCommittee and Breakthru Beverage, where he is a member of its Audit Committee.and Compensation Committees. We believe that Mr. Miller'sMiller’s long business career, including service as CEO of a large distribution company and his previous service on the board of our previous owner, well qualifies him to serve on our Board.

Susan R. Mulder Director, age 47.50 Ms. Mulder has served on our Board of Directors since November 2014 and is the Chief Executive Officer of Nic & Zoe Co., a privately-held woman'swoman’s apparel company, a role she has held since April 2012. Under her leadership, the brand has not only grown its wholesale footprint but has alsoand introduced an E-Commerce platform and NIC+ZOE branded retail locations. Ms. Mulder is also a director of Nic & Zoe Co. Prior to joining Nic & Zoe Co., Ms. Mulder was a Senior Partner with McKinsey & Company where she was a leader in the retail and consumer practice for over 10 years specializing in marketing and organization. She currently serves as a director of The Kraft Heinz Company where she sits on both the Nominating & Governance and Audit Committees. Ms. Mulder is also a member of the Board of Overseers of Boston Children'sChildren’s Hospital. Ms. Mulder received her MBA from the Harvard Business School with distinction in 1996, and holds a Bachelor of Commerce degree with great distinction from McGill University in Montreal, Quebec. We believe that Ms. Mulder'sMulder’s executive, and retail and consumer experience well qualifyqualifies her to serve on our Board.

PROPOSAL 1 - ELECTION OF DIRECTORS Denise Paulonis Director, age 48 Ms. Paulonis has served on our Board of Directors since May 2018 and is the Executive Vice President and Chief Financial Officer of Sprouts Farmers Market, Inc. Prior to joining Sprouts in February 2020, Ms. Paulonis was 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 from August 2009 to September 2014, including Vice President, Financial Planning and Analysis, Frito Lay from August 2013 to September 2014, Vice President, Finance and Strategy, PepsiCo U.S. Sales from January 2011 to July 2013, and Vice President, Global Corporate Strategy from August 2009 to December 2010. We believe that Ms. Paulonis’ executive, management and finance experience well qualifies her to serve on our Board. Edward W. Rabin Director, age 71.74 Mr. Rabin has served on our Board of Directors since November 2006. Mr. Rabin was President of Hyatt Hotels Corporation until his retirement in 2006, having served in various senior management roles since joining the Corporation in 1969. Mr. Rabin was a director of PrivateBancorp, Inc., a NASDAQ listed bank holding company, from December 2003 until the bank was acquired in June 2017. Mr. Rabin served as lead director of WMS Industries Inc., a formerly NYSE listed company in the gaming industry, from July 2008 until that company was sold in October 2013 and as a member of its audit and compensation committees from December 2005 to

CORPORATE GOVERNANCE,

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INFORMATION REGARDING 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 Corporation and our stockholders. The Board'sBoard’s responsibilities include:

•

providing strategic guidance to our management;



•

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.

In the past five years the Board has made meaningful efforts to diversify board membership even further, increasing the percentage of women on our Board from 22 percent to 50 percent. 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; and integrated marketing, digital experience, e-commerce and mobile.

		Our Board’s leadership by example on diversity is being recognized. In FY20 Women Inc. magazine named several of our female directors to their celebrated list of “Most Influential Corporate Board Directors.” In May 2019 the National Association of Corporate Directors (NACD) named the Company’s Board as a nominee for a 2019 NACD NXT™ Recognition Award. These awards showcase breakthrough board practices that promote greater diversity and inclusion. And in November 2019 the Company became a two-time winner of a “Corporate Champions” award, bestowed by the Women’s Forum of New York, which promotes the advancement of women on corporate boards. In 2017, the Women’s Forum honored the company as a “40% Plus Corporate Champion” for “accelerating gender balance and driving meaningful and sustainable change.” 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.

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 with the diversity that can anticipate the needs and concerns of our 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.

Corporate Responsibility and ESG – Environmental, Social, Governance

Our Board recognizes that environmental, social, governance and sustainability (“ESG”) issues are of increasing importance to our investors, as well as our employees and customers, and are essential to our Company’s long-term performance and value creation. Our Board is committed to corporate governance best practices and, as such, is committed to integrating responsible ESG initiatives into our operations and strategic business objectives. BOARD COMMITTEE OVERSIGHT: As an indication of our Board’s ongoing commitment to ESG issues, last year the Board delegated to the Nominating, Governance and Corporate Responsibility Committee authority to oversee the Company’s corporate responsibility and ESG-related matters. In 2020, the Board adopted a revised charter for the newly-renamed “Compensation and Talent Committee” and delegated to it additional authority to oversee the Company’s philosophy, objectives and programs regarding diversity, inclusion and belonging, as well as talent. The charters for both Committees are available at http://investor.sallybeautyholdings.com.

CORE ESG VALUES REFLECTED IN OUR CODE OF CONDUCT AND ETHICS:

Our Company’s core values regarding ESG and corporate responsibility are reflected in our Code of Business Conduct and Ethics and Corporate Governance Guidelines

        Our Board(the “Code”), which is the standard of Directors has adoptedconduct that applies to all of our (a) Code of Business Conduct and Ethics and (b) Corporate Governance Guidelines that apply to our directors,employees, officers and employees. Copies of these documentsdirectors. The Code reflects the Board’s beliefs about how we should conduct ourselves individually and as a company, and includes the following core values relating to corporate responsibility and ESG matters:

The Code is available on our website at http://investor.sallybeautyholdings.com and areis 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 Code of Business Conduct and Ethics that applies to our principal executive officer, our principal financial officer, our principal accounting officer or persons performing similar functions. 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.

18				2020 Proxy Statement

Director Independence
OUR ESG PROGRAM:

Our ESG strategy focuses primarily on the following areas where we believe we can have a material, meaningful impact: Employees; Diversity and Inclusion; Energy and Environment; Product Development and Sourcing; and Data Protection and Security.

Our Employees: The most immediate impact our Company can have in the world is how we treat, engage with and value our employees. 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.

Priority of Safety, Health: SBH prioritizes the safety, health and wellbeing of our approximately 30,000 global associates who are the backbone of our global business. In the spring of 2020, due to the effects of the COVID-19 pandemic we implemented many changes to our operations.    These changes included requiring store associates to wear masks and gloves, requiring associates to practice social distancing in store (and instructing and guiding customers on how to do the same), increasing cleaning frequency, implementing temperature checks at buildings with large employee populations, strongly encouraging workers to stay at home when sick by relaxing scheduling/attendance rules and allowing remote work where possible. We also asked our customers to mirror this behavior by wearing masks in store and maintaining social distancing from each other. In connection with the government mandated shutdowns we were forced to close our stores. In lieu of permanent layoffs, we elected to furlough 70% of our field staff and 60% of staff at our headquarters. In response to increased government regulation regarding store operations, we quickly re-purposed many of our stores to be shipping locations or to be open for curbside service only, which allowed us to keep our employees and customers safe while continuing to operate aspects of our business. We were determined to provide stability and support to our associates during a period of intense and potentially prolonged uncertainty, while assuring them that we would do everything we could to aggressively manage the business throughout the pandemic and to end furloughs as soon as possible. And that is exactly what we did. In order to facilitate a stable transition into this period of uncertainty for our workforce, we elected to provide two weeks of “disaster pay” plus two weeks of vacation pay for all furloughed employees. We also continued to pay the Company’s portion of health benefits and insurance for our furloughed employees enrolled in our benefit plans for the full term of their furloughs.

Network Restart; Bringing Our Workforce Back: Our shared goal was to bring the store network back online as soon as we could ensure that our employees and customers would be safe, and as allowed by state and local regulations. This goal reflected the high priority we place on the safety and wellbeing of our workforce and of our customers. As our U.S. and Canadian store staff returned from furlough beginning in May, we expanded safety protocols: with improved social distancing signage and a request that our guests join us in wearing masks to help curb the spread of COVID-19.

During this unprecedented time of pandemic-related challenges in FY20, our associates have shown themselves to be resilient and creative, all with a great amount of grace and grit. Our teams proved that they are flexible and tenacious, with the agility to act rapidly and create cross-channel options for consumers.

While we hope to avoid further store shutdowns due to the effects of COVID-19, going forward we will continue to place the highest emphasis on keeping our employees and customers safe and healthy.

Diversity, Inclusion and Belonging: Diversity, Inclusion and Belonging (“DIB”) 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 diverse customer base and their communities.

Our Diversity, Inclusion & Belonging Mission Statement:

We find beauty in YOU!

Finding beauty in diversity is in our DNA because our differences are what make us beautiful. Our diversity, inclusivity, and self-expression are what fuel our innovation and growth.

At SBH, we come together to create a culture for ONE & ALL.

At the Board Level: Our Board’s composition leads the Company’s commitment to Diversity, Inclusion and Belonging. Having diverse voices 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 Committee has taken the recent step of expressly adopting Talent into its charter, and will provide hands-on oversight of our Diversity, Inclusion and Belonging initiatives. Our Board believes that listening to and understanding diverse voices is crucial to the Company’s success and long-term sustainability.    Our Board’s inclusive composition and practices are being noticed and championed by others, as noted on page 17.

In Our Workforce: Our SBH team in the U.S. and Canada is over 91% female and over 50% racially/ethnically diverse. In 2019 and 2020 Forbes named our Company one of America’s Best Employers for Diversity. We recognize and celebrate the bedrock values of workforce diversity, 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.

Equality and Social Justice: Earlier this spring, following the immense social outcry across our country due to racial injustice, we re-affirmed to our customers, associates and communities that SBH is committed to standing in solidarity with the Black community against all forms of racism and racial injustice. We are committed to listening and learning from our Black associates and customers as we work to better understand their pain and frustration. SBH is committed to playing a bigger role in the movement for social justice and equality – for our own team, our customers and the communities we serve.

Some of the major actions we have taken on Diversity, Inclusion & Belonging efforts focused on our associates are:

•  During the summer of 2020, we updated and relaunched “One & All”, our Diversity, Inclusion and Belonging initiative. To address the urgent issue of racial injustice, we specifically designed some of our next steps to give our Black associates and their concerns a greater voice on issues of diversity, inclusion, and belonging and forums in which to be heard. •  In addition, the Company’s DIB Committee continues to help ensure that all associates feel their views, cultures and beliefs are recognized, respected and included, and to provide our associates with internal advocacy and real action. •  We have implemented the first phases of DIB leadership training (partnering with an external expert: the NOVA Collective) focused on building an understanding of issues such as prejudice, discrimination, privilege, social identity and unconscious bias, which was followed by leaders leading open dialogues with their teams about these important issues.

20				2020 Proxy Statement

In Our Customer Base: Our customers span the entire continuum of gender and ethnic diversity. 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 over 4,100 U.S. and Canadian stores are located. Serving the diverse 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 recently include:

•  We established our DIB Operations Leadership Team, ensuring Diversity, Inclusion and Belonging have a “seat-at-the-table” for our strategic and operational decision-making with respect to customers, product assortment and vendor partners. •  We recently launched Flawless, a new hair care line by Gabrielle Union & celebrity stylist Larry Sims, which is our 27th partnership with Black-owned brands. •  Our Beauty Systems Group segment recently launched its “MOVE Initiative,” which is focused on outreach to textured hair-focused salons and stylists in order to build, establish and expand how we serve this customer through our professional channel. •  We recently concluded the second edition of Cultivate, an accelerator program that helps women beauty entrepreneurs grow their business and empowers female-owned beauty brands to bring their visions and business plan to life. A diverse group of women were announced as winners in 2020.

Energy/Environment:We continue to make progress toward reducing our environmental impact by reducing energy usage and increasing energy efficiency. We have implemented a number of initiatives designed in part to reduce our impact on the environment.

Product Development and Sourcing: We continue to make progress toward our long-term sustainability goals by using best practices in product development and sourcing. All finished formulas in our owned-brand products are cruelty-free, i.e., not tested on animals. Approximately 95% of our owned-brand products are vegan, meeting the target previously set in FY19. 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:

Data Protection and CyberSecurity:

Our Audit Committee has primary responsibility for overseeing risks related to data protection and cybersecurity, although the full Board also exercises oversight over these risks. Our Chief Information Security Officer reports directly to the Chair of the Audit Committee. We believe this helps maintain the independence of the Chief Information Security Officer.    

On a quarterly basis, the Chief Information Security Officer delivers a detailed report to the Audit Committee and/or the full Board on data protection and cybersecurity matters. The topics covered by these reports include risk identification and management strategies, consumer data protection, the Company’s ongoing risk mitigation activities, learnings from data security incidents of peers, results of third-party assessments and testing, updates on annual associate training and other specific training initiatives, and cybersecurity strategy and governance structure.

Director Independence

Our Board of Directors is currently comprised of nine eleven non-management directors and Mr. Brickman, 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. Our Board of Directors has affirmatively determined that all of our current directors other than Mr. Brickman satisfy the independence requirements of our Corporate Governance Guidelines, as well as the NYSE, relating to directors. As part of its annual evaluation of

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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, equity investors, 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 Corporation or its affiliates.

 

22				2020 Proxy Statement

All of our directors who serve as members of the Audit Committee, Compensation and Talent Committee and Nominating, Governance and Corporate GovernanceResponsibility 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 GovernanceResponsibility Committee is responsible for identifying individuals it believes are qualified to become members of the Board of Directors. We anticipate that theThe Nominating, Governance and Corporate GovernanceResponsibility Committee will considerconsiders 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 GovernanceResponsibility 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 GovernanceResponsibility Committee will take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including such candidate'scandidate’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 the Nominating, Governance and Corporate GovernanceResponsibility Committee believe that sound governance of the Corporation 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 GovernanceResponsibility 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 GovernanceResponsibility 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 GovernanceResponsibility 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 GovernanceResponsibility 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.

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,

director of the Corporation 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'Stockholders’ notice for any proposals requested to be included in the Corporation'sCorporation’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 GovernanceResponsibility 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 implemented abegan the process to declassifyof declassifying the Board andto provide for the annual election of all directors for one-year terms. Our stockholders approved the declassification proposalof 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.

        WithAt the appointment of Ms. Heasley on May 4, 2017 and the appointment of Mr. Magnacca on August 30, 2017, the Board decided to change its size to ten and then eleven members beginning in August 2017. Ms. Nealy Cox resigned as a member of the Board of Directors on November 10, 2017, and the Board of Directors changed the size of the Board of Directors from eleven to ten members. At this2021 annual meeting, our stockholders will elect tentwelve individuals to serve on our Board.

Mandatory Retirement Age
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.

Directors Who Change Their Present Job Responsibility
Responsibilities

Pursuant to our Corporate Governance Guidelines, a director who experiences a significant change in job responsibilities or assignment will be required to submit a resignation to the Board. The

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remaining directors, upon the recommendation of the Nominating, Governance and Corporate GovernanceResponsibility Committee, will then determine the appropriateness of continued Board membership.

Stockholder-Director Communications
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;

24				2020 Proxy Statement

In FY20, all directors attended 100% of the Board meetings and 100% of the Committee meetings on which they served. Our Board of Directors met 9 times, our Audit Committee met 5 times, our Compensation and Talent Committee met 5 times, our Executive Committee met 5 times, our Marketing Committee met 5 times, and our Nominating, Governance and Corporate Responsibility Committee met 7 times. Our independent directors met in executive session 5 times. During FY20, each of our directors attended 100% percent of the total number of meetings of the Board (during his or her service on the Board) and each committee on which he or she served (during his or her service on such committee). In 2020, all members of the Board who were up for election or re-election attended the Corporation’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.

Mr. Brickman serves as our Chief Executive Officer and Mr. McMaster serves as our 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 ChairmanChair 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 3001 Colorado Boulevard, Denton, Texas 76210.76210. Our Corporate Secretary'sSecretary’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.

Self-Evaluation

        The Nominating and Corporate Governance 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 Chairman 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 Chairman of the Board.

        In fiscal 2017, our Board of Directors met 12 times, our Audit Committee met 5 times, our Compensation Committee met 6 times, our Executive Committee met 10 times, and our Nominating and Corporate Governance Committee met 4 times. Our independent directors met in executive session 5 times. During fiscal 2017, each of our incumbent directors attended at least 75% percent of the total number of meetings of the Board (during his or her service on the Board) and each committee on which he or she served (during his or her service on such committee). In 2017, all members of the Board attended the Corporation's annual meeting of stockholders.

Board Leadership Structure

        In accordance with our By-Laws, the Board elects our Chief Executive Officer and our Chairman, 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 Chairman and Chief Executive Officer should be separate and, if it is to be separate, whether the Chairman should be selected from the non-management directors or be a management director. However, our Corporate Governance Guidelines require that, if the Chairman of the Board is not an independent director, the independent directors shall appoint from among themselves a Lead Independent Director. The Chairman of the Board is responsible for chairing Board meetings and

Audit, an officer appointed by and reporting to the ChairmanChair of the Audit Committee. The Vice PresidentDirector of Internal Audit meets at least quarterly in executive session with the Audit Committee, and conducts an annual Enterprise Risk Assessment for the Corporation. This assessment is then presented to the Audit Committee (for development of action items and responsible parties for oversight), the full Board (for information) and the Nominating, Governance and Corporate GovernanceResponsibility Committee (to ensure appropriate Board oversight of the identified risks). This approach is designed to enable the Board and management to establish a mutual understanding of the Corporation'sCorporation’s risk management practices and capabilities, to review the Corporation'sCorporation’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 Corporation'sCorporation’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:

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. In FY20 the Board established the Vice Chair role for each of the Audit, Compensation & Talent, and Nominating, Governance and Corporate Responsibility committees, thereby strengthening the Board’s leadership, accountability and succession planning.

Executive Committee. The Executive Committee consists of Messrs. Miller (chair), Brickman, Eisenberg, McMaster and Ms. Mulder. 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 http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

Audit Committee. The Audit Committee currently consists of Mr. McMaster (chair), Ms. Paulonis (vice chair), Mr. Baer, Mr. Eisenberg, Ms. Ferguson and Mr. Miller. 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. Baer, Mr. Eisenberg, Mr. McMaster, Mr. Miller, and Ms. Paulonis 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 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 http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

26				2020 Proxy Statement

Compensation and Talent Committee. The Compensation and Talent Committee consists of Mr. Rabin (chair), Ms. Ferguson (vice chair), Ms. Heasley, Ms. Mooney, Ms. Mulder and Ms. Paulonis. 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:

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 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 amended on July 23, 2020 to reflect the Committee’s new name and its additional oversight over talent, diversity and inclusion policies and initiatives. A copy of this charter is available on the corporate governance section of our website at http://investor.sallybeautyholdings.com 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 Mr. Eisenberg (chair), Mr. Baer (vice chair), Ms. Heasley, Ms. Mulder

and Ms. Flur. 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:

The Nominating, Governance and Corporate Responsibility Committee is governed by the Nominating, Governance and Corporate Responsibility Committee charter, which was revised on January 31, 2019 to reflect the Committee’s additional oversight over the Corporation’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 http://investor.sallybeautyholdings.com 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 Mr. Rabin (chair), Ms. Ferguson (vice chair), Ms. Heasley, Ms. Mooney,Ms. Mulder and Ms. Paulonis. 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 FY20, none of our executive officers served as:

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 Corporation or the investments of our stockholders. The Compensation and Talent Committee considered compensation programs that apply to employees at all levels. This risk assessment process included an assessment of the impact of the Corporation's compensation programs on identified primary business risks (using our annual Enterprise Risk Assessment as a framework) and an analysis of whether and how our compensation programs support, or provide risks to, our corporate strategy. In addition, the Compensation and Talent Committee considered the presence of significant risk mitigation factors inherent in our compensation program, such as those described on page 28 under "Compensation“Compensation Discussion and Analysis — Management of Compensation-Related Risk."”

Based on the foregoing, the Compensation and Talent Committee concluded in its April 20172020 meeting that the Corporation'sCorporation’s compensation plans, programs and policies do not create incentives that encourage

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employees to take risks that are reasonably likely to have a material adverse effect on the Corporation. We believe that our incentive

28				2020 Proxy Statement

compensation plans, policies and practices provide appropriate incentives for behaviors that are within the Corporation'sCorporation’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.

Committees of the Board of Directors

        Pursuant to our By-Laws, our Board of Directors has established the following committees:

•

Audit Committee;



•

Compensation Committee;



•

Nominating and Corporate Governance Committee; and



•

Executive 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.

        Audit Committee.    The Audit Committee currently consists of Mr. McMaster (chair), Mr. Eisenberg, Mr. Miller, and Mr. Gibbs. 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. Eisenberg, Mr. Gibbs, Mr. McMaster, and Mr. Miller 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.

        Pre-Approval Policy.    The Audit Committee has established an Audit and Non-Audit Services Pre-Approval Policy to pre-approve all permissible audit and non-audit services provided by our independent auditors. 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 policy also requires the pre-approval of any fees that are in excess of the amount budgeted by the Audit Committee. The policy contains a provision delegating limited pre-approval authority to the chairman of the Audit Committee in instances when pre-approval is needed prior to a scheduled Audit Committee meeting. The chairman of the Audit Committee is required to report on such pre-approvals at the next scheduled Audit Committee meeting.

rules are disclosed in the Corporation'sour Proxy Statement in accordance with the requirements of the Exchange Act.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 http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

INFORMATION ON THE COMPENSATION OF DIRECTORS
Directors’ Compensation and Benefits

Fiscal 2017FY20 Director Compensation Table (1)

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)(5)		Total ($)
Timothy R. Baer (2)		53,333		93,712		147,045
Marshall E. Eisenberg		112,167		139,993		252,160
Diana S. Ferguson		84,667		139,993		224,660
Dorlisa K. Flur (2)		54,333		93,712		148,045
David W. Gibbs (3)		49,750		139,993		189,743
Linda Heasley		95,667		139,993		235,660
Joseph C. Magnacca (4)		25,500		139,993		165,493
Robert R. McMaster		337,750		189,993		527,743
John A. Miller		85,667		139,993		225,660
P. Kelly Mooney		100,667		139,993		240,660
Susan R. Mulder		93,667		139,993		233,660
Denise Paulonis		84,667		139,993		224,660
Edward W. Rabin		103,000		139,993		242,993

(1)

During FY20, 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. Baer and Ms. Flur were elected to the Board on January 30, 2020.

(3)	Mr. Gibbs did not stand for re-election at the 2020 Annual Meeting.

(4)	Mr. Magnacca resigned as a director December 2, 2019.

(5)

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 November 5, 2019, each director other than Mr. Baer, Ms. Flur and Mr. McMaster received 8,408 RSUs, which stock award had a grant date fair value equal to $139,993. On the date of their appointment, Mr. Baer and Ms. Flur received 6,133 RSUs, which had a grant date fair value equal to $93,712. Mr. McMaster received 11,411 RSUs, which had a grant date fair value equal to $189,993. As of September 30, 2020, the directors beneficially owned RSUs which were vested but not yet delivered in shares in the following amounts: (a) Mr. Baer, 0; (b) Mr. Eisenberg, 71,943; (c) Ms. Ferguson, 0; (d) Ms. Flur, 0: (e) Mr. Gibbs, 0; (f) Ms. Heasley, 6,238; (g) Mr. Magnacca 0; (h) Mr. McMaster, 64,865; (i) Mr. Miller, 48,479; (j) Ms. Mooney, 0; (k) Ms. Mulder, 22,585; (l) Ms. Paulonis, 0; and (m) Mr. Rabin, 58,494.

(1)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Name				Fees Earned or Paid in Cash ($)					Stock Awards ($)(5)					Total ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Christian A. Brickman(2)					—					—					—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Katherine Button Bell					81,000					124,995					205,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Erin Nealy Cox					82,000					124,995					206,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Marshall E. Eisenberg					128,000					124,995					252,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		David W. Gibbs					81,000					124,995					205,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Linda Heasley(3)					29,473					51,358					80,831
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Joseph C. Magnacca(4)					6,889					10,956					17,845
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Robert R. McMaster					275,000					124,995					399,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		John A. Miller					92,000					124,995					216,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Susan R. Mulder					91,000					124,995					215,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		Edward W. Rabin					110,000					124,995					234,995
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

During our 2017 fiscal year, 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. Brickman did not receive any compensation for his service as a director during our 2017 fiscal year, nor will Mr. Brickman receive compensation for such services going forward.

(3)

Ms. Heasley was appointed to the Board on May 4, 2017.

(4)

Mr. Magnacca was appointed to the Board on August 30, 2017.

(5)

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 November 1, 2016, each director other than Ms. Heasley and Mr. Magnacca received 4,896 RSUs, which stock award had a grant date fair value equal to $124,995. On the date of her appointment, Ms. Heasley received 2,586 RSUs which had a grant date fair value equal to $51,358. On the date of his appointment, Mr. Magnacca received 590 RSUs which had a grant date fair value equal to $10,956. As of September 30, 2017, the directors beneficially owned RSUs which were vested but not yet delivered in shares in the following amounts:

Table of Contents

(a) Mr. Brickman, 8,059; (b) Ms. Button Bell, 18,284; (c) Ms. Nealy Cox, 5,436; (d) Mr. Eisenberg, 64,226; (e) Mr. Gibbs, 4,896; (f) Ms. Heasley, 2,379; (g) Mr. Magnacca, 498; (h) Mr. McMaster, 64,865; (i) Mr. Miller, 48,479; (j) Ms. Mulder, 7,693; and (k) Mr. Rabin, 54,771.

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“Director Compensation Policy"Policy”) governs the compensation paid to our independent directors.directors and it was last revised in October 2018. Following FW Cook reviewsCook’s bi-annual review of our director compensation program bi-annually, and FW Cook last completed such review in 2016 for application in fiscal year 2017.September 2020, no changes were made to the Director Compensation Policy.

Cash Compensation

In fiscal 2017,FY20, pursuant to the Director Compensation Policy, each of our independent directors received an annual cash retainer of $55,000,$70,000, payable in advance in four quarterly installments. For in-person Board or committee meetings during our 2017 fiscal year,FY20, each independent director in attendance received $2,000 per meeting. For telephonic Board or

30				2020 Proxy Statement

committee meetings for which minutes were kept, each independent director in attendance received $1,000 per meeting.

Additional annual cash retainers were paid to each independent director who served as the ChairmanChair of the Board (Mr. McMaster) or chairpersonchair of the Audit Committee (Mr. McMaster), Compensation and Talent Committee (Mr. Rabin), Marketing Committee (Ms. Mooney) or the Nominating, Governance and Corporate GovernanceResponsibility Committee (Mr. Eisenberg). The following table sets forth the cash retainers for services rendered in fiscal 2017:FY20:

In November 2019 the Compensation and Talent Committee awarded Mr. McMaster an additional $100,000 Non-Executive cash retainer for his increased responsibilities to the Company during FY19. The award was paid out in FY20.

Equity-Based Compensation

Pursuant to our Director Compensation Policy, each independent director, with the exception of Mr. McMaster, was granted an annual equity-based retainer award with a value at the time of grant of approximately $125,000.$140,000. Mr. McMaster was granted an annual equity-based retainer award with a value at the time of grant of $190,000. For fiscal year 2017,FY20, these awards were granted in accordance with the 20102019 Omnibus Incentive Plan in the form of RSUs that vested on September 30, 2017, the last day of the fiscal year,November 15, 2020, subject to the director'sdirector’s continued service on the Board on such date. On November 1, 2016,5, 2020, each independent director, with the exception of Mr. McMaster received an award of 4,896 RSUs, except Ms. Heasley who8,408 RSUs. Mr. McMaster received a proratedan award of 2,586 RSUs when she was appointed on May 4, 2017, and Mr. Magnacca who received a prorated award of 590 RSUs when he was appointed on August 30, 2017.11,411 RSUs. 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. Deferred shares are retained by us as deferred stock units that are distributed on the 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'sdirector’s death or disability.

Stock Ownership and Retention Guidelines

Pursuant to our minimum 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

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.

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, 2020 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.

32				2020 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS
BENEFICIAL OWNERSHIP OF COMPANY’S STOCK

The following tables set forth certain information regarding the beneficial ownership, as of November 23, 2020, 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 23, 2020, includes shares of Common Stock that such person or group had the right to acquire on or within 60 days after November 23, 2020, including upon the exercise of options. The total number of outstanding shares on which the percentages of share ownership in the tables are based is 112,853,714. 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, 3001 Colorado Boulevard, Denton, Texas 76210.

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.

Securities Owned by Directors and Executive Officers

 In this section