DEF 14A of Regis Corp
Filed Sep 11, 2023 · FY20230001140361-23-043530
ITEM 1: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS
| | The Board unanimously recommends that you vote FOR the election of each of the director nominees below. |
ITEM 1: ELECTION OF DIRECTORS
The Board unanimously recommends that you vote FOR the election of each of the director nominees below. Eight directors are to be elected at the annual meeting of shareholders to be held on October 24, 2023 (the “Annual Meeting”), each to hold office for one year until the 2024 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of eight directors. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the eight persons named below for election as directors. Each of the Board’s nominees is standing for re-election by the shareholders at the Annual Meeting, and each nominee has consented to serve if elected. Ms. Nancy Benacci is standing for election by shareholders for the first time at the Annual Meeting. Ms. Benacci was identified as a potential candidate for the Board by one of our non-employee directors. In determining to nominate Messrs. David Grissen, Mark Light, and Michael Merriman and Ms. Ann Rhoades for re-election, the Board considered that Messrs. Grissen and Light had already served 10 years at the time of re-election, Mr. Merriman had already served 12 years at the time of re-election, and Ms. Rhoades was 78 years old and, therefore, all four directors were required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Grissen’s significant contributions to the Board, including his service as the Chairman of the Board and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Grissen for re-election. The Board considered Mr. Light’s significant contributions to the Board, including his service as the Chair of the Nominating and Corporate Governance Committee and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Light for re-election. The Board considered Mr. Merriman’s significant contributions to the Board, including his service as the Chair of the Audit Committee and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Merriman for re-election. The Board considered Ms. Rhoades’ significant contributions to the Board, including her service as the Chair of the Compensation Committee, her oversight of matters relating to the culture among the Company’s workforce and her continued high level of involvement with the Board and the Company, and determined to nominate Ms. Rhoades for re-election. In the case of all four of these directors the Board also considered the current state of the Company’s business and the involvement that each of these directors has in overseeing the execution of our current strategy of supporting our franchisees and determined that the organization would benefit from their continued service at this time. If for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating and Corporate Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to the Company will be voted for such substitute nominees. If the Nominating and Corporate Governance Committee designates any substitute nominees, the Company will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by Securities and Exchange Commission (“SEC”) rules.
ITEM 1: ELECTION OF DIRECTORS
| Who We Are | | | Lockie Andrews Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting Independent Director since 2021 Age: 50 Board committees • Audit • Nominating and Corporate Governance | Career Highlights | | | • Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting, a boutique advisory firm specializing in growth marketing strategy and digital transformation in the retail, fashion, and direct-to-consumer space since May 2007, where she takes on short-term leadership roles within her clients’ organizations, including serving as: • Chief Growth Officer at Pura Vida, a jewelry retailer, from May 2022 to September 2022 • Head of eCommerce and Digital Operations at Party City, a vertically integrated retailer, from May 2021 to January 2022 • Chief Information Officer and Chief Digital Officer, UNTUCKit, an omnichannel retail brand, from 2018 to April 2021 • Previously served as an operating partner advisor to portfolio companies of Sun Capital, Marlin Equity, Brightwood Capital, and Shamrock Capital • Served in various leadership roles at Nora Gardner, Tadashi, Liz Claiborne (Kate Spade), and Alvarez & Marsal’s Retail Consulting Practice | | | Skills / Experience | | | • Experience assisting companies such as Nike, Lane Bryant, and ANINE BING in areas such as strategy, innovation, technology, digital marketing, analytics, revenue enhancement, and operational improvement • Led digital transformation efforts, including leveraging technology to enhance marketing, stores, ecommerce, supply chain, creative, analytics, finance, and operations • Led engagements in strategy, innovation, and capital-raising • Experience as an investment banker | | | Education | | | MBA, Harvard Business School BS, Finance, Georgetown University | | | Also... | | | Lockie serves as a Board Member of the National Academy of Design and she is also the fashion sector co-lead of the Harvard Business School Alumni Angels of NYC and co-VP of Programming at the Harvard Business School Club of New York. And, given her passion for the arts, Lockie joined the Friends of Education at the Museum of Modern Art of NYC to support artists from historically under-represented communities. Lockie has also served as an Advisory Board Member to The Beckway Group since 2021. Lockie founded Catalyst Cares, a nonprofit leveraging the arts to combat poverty and obesity among youth in low-income communities. | | | Other Public Boards | | | None |
ITEM 1: ELECTION OF DIRECTORS
| Nancy Benacci Former Head of Equity Research, KeyBanc Capital Markets Independent Director since 2023 Age: 68 Board committees • Audit, ACFE | Career Highlights | | | • Head of Equity Research for KeyBanc Capital Markets, a subsidiary of KeyCorp, one of the nation’s largest bank-based financial services companies, from 2004 until her retirement in 2019. As Head of Equity Research, she directed a sell-side equity research group of more than 100 individuals covering 600 public companies in a variety of industries • Sell-side Analyst at KeyBanc Capital Markets, from 1989 through 2004, where she provided research coverage on companies in the property casualty and life insurance sectors • Started her investment career with National City Bank then moved to Eaton Corporation as an analyst and pension fund manager before joining KeyBanc Capital Markets in 1989 | | | Skills / Experience | | | • Financial expertise and contributes valuable perspective on the investment analyst community and capital markets • Extensive leadership skills, including strategy development, revenue and market share growth and business transformation • Experienced in governance and compliance | | | Education | | | MBA, Case Western Reserve – Weatherhead School of Management BS, Business Administration, John Carroll University | | | Also... | | | Ms. Benacci is a Chartered Financial Analyst and is NACD Directorship Certified. She is certified in Cybersecurity Oversight by Carnegie Mellon University's Software Engineering Institute. She also serves on nonprofit boards benefiting cancer patients and student scholarships. | | | Other Public Boards | | | • Cincinnati Financial Corporation (2020 – present) |
ITEM 1: ELECTION OF DIRECTORS
| Matthew Doctor President and Chief Executive Officer, Regis Corporation Director since 2022 Age: 36 Board committees • None | Career Highlights | | | • President and Chief Executive Officer at Regis Corporation, since May 2022 • Interim Chief Executive Officer at Regis Corporation, from December 2021 to May 2022 • Executive Vice President, Chief Strategy Officer at Regis Corporation, from February 2021 to December 2021, prior to which he served as a consultant to Regis Corporation, since December 2020 • Partner and Chief Financial Officer for Kava Restaurants, a Tim Hortons® franchisee, from May 2018 to December 2020 • Held positions of increasing responsibility at Restaurant Brands International, a franchisor of Burger King®, Tim Hortons, and Popeyes® restaurant companies, from June 2014 to April 2017 • Started career as investment banker at J.P. Morgan | | | Skills / Experience | | | • Leadership experience with franchise businesses (both as franchisor and franchisee), including expertise in strategy and brand development, unit count growth, finance, and operations • Finance experience as an investment banker | | | Education | | | BBA with Distinction, Emory University’s Goizueta Business School | | | Also... | | | Before joining Regis, Matt gained international work experience in Asia, Europe, and Canada, when he led mergers and acquisitions for Burger King and development efforts for Tim Hortons. During his international travels, Matt had the opportunity to explore many countries and immerse himself in its culture, history/heritage, and food. | | | Other Public Boards | | | None |
ITEM 1: ELECTION OF DIRECTORS
| David J. Grissen Former Group President, Americas, Marriott International, Inc. Independent Director since 2013 Chair of the Board Age: 66 Board committees • Audit, ACFE • Nominating and Corporate Governance | Career Highlights | | | • Joined Marriott International, Inc., a global operator of hotels and related lodging facilities, in 1986 with his most recent role being Group President, Americas from 2020 until his retirement in 2021 • Held various positions at Marriott including Group President, Group President, Americas, President, Americas, Executive Vice President of the Eastern Region, Senior Vice President of the Mid-Atlantic Region, and Senior Vice President of Finance and Business Development | | | Skills / Experience | | | • Leadership experience with a complex organization that includes franchised, managed, and owned operations • Building marketing platforms with multiple portfolio brands • Acquisitions and integration | | | Education | | | BA, Michigan State University MBA, Loyola University Chicago | | | Also... | | | David implemented the 4 Disciplines of Execution because he saw how employees understanding how their day-to-day activities relate to the company’s overall business results made them feel they were all working toward a common goal and they make a difference and have a voice. David, a long-time runner, served as Vice Chairman of Back On My Feet, a non-profit whose mission is helping the homeless via a structured running program. | | | Other Public Boards | | | • Chatham Lodging Trust (since 2021) Former • Good Times Restaurants Inc. (2005 – 2010) |
ITEM 1: ELECTION OF DIRECTORS
| Mark S. Light Executive Chairman, Bedrock Manufacturing Independent Director since 2013 Age: 61 Board committees • Compensation • Nominating and Corporate Governance, Chair | Career Highlights | | | • In 1978, joined Signet Jewelers, the world’s largest retailer of diamond jewelry (with over 3,500 stores including Kay Jewelers, Zales, Jared The Galleria of Jewelry, H. Samuel, Ernest Jones, Peoples, and Piercing Pagoda) operating in North America and the United Kingdom • Chief Executive Officer and Director of Signet Jewelers from November 2014 until his retirement in July 2017 • Held various management positions while at Sterling Jewelers, Signet’s main US business, including President and Chief Operating Officer, Executive Vice President of Operations, and Division President | | | Skills / Experience | | | • Led an international sales team to deliver a superior customer experience • Led the development of start-up retail jewelry brand, Jared the Galleria of Jewelry to over $1 billion in annual revenue in 2017 • Led and managed many acquisitions while integrating synergies • Led in the acquisition and integration of a large diamond-cutting factory in Botswana, Africa • Led in the development of several exclusive international jewelry product brands such as Open Hearts by Jane Seymour, Neil Lane Bridal, and the Ever Us Two Stone collection to name a few | | | Education | | | Kent State University and Ohio University | | | Also... | | | When Mark became Head of Sterling, he oversaw a tripling of the unit’s sales. In his time at Signet, he oversaw a successful acquisition and integration of Zales, expanded its outlet channel by acquiring Ultra, made significant progress on the company’s OmniChannel strategy, realigned the organization structure, and re-engineered and stabilized its ecommerce platform. Mark is the Chairman of the Board of Directors of Bedrock Manufacturing, which is the parent of two iconic American brands, Shinola and Filson. | | | Other Public Boards | | | Former • Signet Jewelers Limited (2014 – 2017) |
ITEM 1: ELECTION OF DIRECTORS
| Michael Mansbach Founder of Granite Stairway Advisors LLC Independent Director since 2021 Age: 55 Board committees • Compensation | Career Highlights | | | • Founder of Granite Stairway Advisors LLC, an executive consulting services firm, since July 2020 • Co-founder and partner of Apex Perspectives, LLC, a consulting firm, from June 2020 to February 2023 • President, MINDBODY, Inc., a technology platform for the fitness, beauty, and wellness service industries, from June 2017 until its acquisition by Vista Equity Partners in April 2019 • President, Blue Jeans Network, Inc., a cloud-based video communications company, from November 2015 to February 2017 • President, PunchTab, Inc., an engagement and insights platform, from September 2014 until its acquisition by Walmart Labs in September 2015 • Senior management positions at Citrix, a business mobility and security software firm, from November 2004 to April 2014 | | | Skills / Experience | | | • Expertise in creating global scale, building connected teams, market category leadership, and enterprise value • Revenue growth and retention, go-to-market strategy, M&A, debt/cash/budget management, product strategy and marketing, sales strategy and process, demand generation, market positioning, international expansion, and leadership development • Senior marketing positions at SeeBeyond and SeeCommerce | | | Education | | | MA, International Economics, European Area Studies, The Johns Hopkins University – Paul H. Nitze School of Advanced International Studies | | | Also... | | | Mike is passionate about helping kids understand the power of giving. His family has developed an annual fundraiser partnering with the Santa Barbara Triathlon for the Foodbank of Santa Barbara County to raise awareness of hunger issues facing children. He also developed and launched the Saturday Family Day program targeting youth volunteers. To date, 1,000+ children have participated. | | | Other Public Boards | | | None |
ITEM 1: ELECTION OF DIRECTORS
| Michael J. Merriman Consumer Products Consultant Independent Director since 2011 Age: 67 Board committees • Audit, ACFE, Chair • Compensation | Career Highlights | | | • Consumer Products Consultant, since 2008 • Operating Advisor at Resilience Capital Partners, LLC, a private equity firm, from 2008 to 2017 • Chief Executive Officer, The Lamson & Sessions Co., from November 2006 until sale in November 2007 • SVP & Chief Financial Officer, American Greetings Corporation, from September 2005 to November 2006 • President & CEO, Royal Appliance Mfg. Co., from 1995 to 2004 • Chief Financial Officer, Royal Appliance Mfg. Co., from 1992 to 1995 • Audit Partner, Arthur Andersen & Co., from 1990 to 1992 | | | Skills / Experience | | | • Public company CEO leadership experience • Consumer product sales and marketing direct to consumer, as well as to big box retailers including Walmart • M&A experience including the sale of both public and private companies • Public accounting experience | | | Education | | | BS, Business Administration, John Carroll University | | | ALSO... | | | Michael was named CEO of Royal Appliance Manufacturing at 39, after joining the company as CFO three years earlier. | | | Other Public Boards | | | • Nordson Corporation (since 2008), Chairman of the Board (since February 2018), Audit Committee Chair (2012 – 2018) | | | Former | | | • OMNOVA Solutions Inc. (2008 – 2020), Nominating & Corporate Governance Committee Chair • Invacare Corporation (2014 – 2018, 2022 – 2023) • American Greetings Corporation (2006 – 2013) • RC2 Corporation (2004 – 2011) |
ITEM 1: ELECTION OF DIRECTORS
| M. Ann Rhoades President, People Ink, Inc. Independent Director since 2015 Age: 78 Board committees • Audit • Compensation, Chair | Career Highlights | | | • President, People Ink, Inc., a human resources consulting firm, since 1999 • Executive Vice President, People, JetBlue Airways, from 1999 to 2002 • Executive Vice President, Team Services, Promus Hotel/DoubleTree Hotels Corporation, from 1995 to 1999 • Vice President, People, Southwest Airlines, from 1989 to 1995 | | | Skills / Experience | | | • Human resources experience • Consumer experience | | | EDUCATION | | | MBA, The University of New Mexico | | | ALSO... | | | Ann built a hiring model to get high-performance outcomes based in hiring according to values that helped create JetBlue and Southwest Airlines’ well-regarded cultures. Author of Built on Values, Creating an Enviable Culture That Outperforms the Competition. Flew in an F-16 at 9.1Gs. | | | Other Public Boards | | | • Nexphase Capital (since 2015) | | | Former • JetBlue Airways (2001 – 2015), Compensation Committee Chair • P.F. Chang’s China Bistro, Inc. (2003 – 2012), Compensation Committee Chair • Restoration Hardware (1999 – 2001, 2005 – 2009) |
ITEM 1: ELECTION OF DIRECTORS
We believe that how we govern ourselves is as important as the corporate governance that sets guidance and parameters for the Company more generally. This is a summary of some of our key Board governance provisions. More information can be found on our website at www.regiscorp.com, and in the next section summarizing some of the key provisions that apply more broadly to the Company. Our compensation governance provisions can be found in the Compensation Discussion and Analysis section of this Proxy Statement. All our directors, except our President and Chief Executive Officer, are independent. We provide a description of the Board’s independence standards below. Under these standards, the Board has determined that each director, with the exception of Mr. Doctor, our President and Chief Executive Officer, is independent. Accordingly, a supermajority of our Board is independent. Leadership Structure of the Company. The Board elects the Chair of the Board and the Chief Executive Officer, and it has determined that these two roles should be held by separate individuals to enhance the Board’s oversight of management and to allow the Chief Executive Officer to focus primarily on management responsibilities. Our current Board leadership structure provides effective and independent oversight of management and the Company. We have an independent Chair of the Board. The Chair of the Board, Mr. Grissen, is an independent director who has served on the Board for the last 10 years. All our directors stand for election every year. Special meetings. Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting of shareholders. Board and Board committee meeting attendance. Each of the then-serving directors attended, in person or virtually, at least 75% of the seven meetings of the Board and the meetings of the Board committees on which each director served during the fiscal year ended June 30, 2023. Annual meeting attendance. The Board does not have a formal policy relating to Board members’ attendance at annual shareholder meetings. Our directors are, however, encouraged to attend these meetings and all of the then-serving directors attended the virtual 2022 annual shareholders meeting. The Board has a majority voting standard. Incumbent directors who do not receive a majority of votes cast must tender their resignation to the Board for review. Our Corporate Governance Guidelines further provide that if the Board decides not to accept a director’s resignation in such circumstances, then it will disclose its reasons. Director stock ownership. Our directors are required to hold all common stock they receive as part of their Board compensation until they cease to serve as directors. Age and tenure provisions. Our Corporate Governance Guidelines contain both age and tenure provisions. Overboarding. Our Corporate Governance Guidelines contain provisions related to limiting its directors’ service on other boards of directors. Director evaluations. Our Corporate Governance Guidelines contain provisions requiring annual Board evaluations. Director orientation and education. Directors receive orientation overseen by the Board and the Nominating and Corporate Governance Committee and are supported in obtaining continuing director education. Executive sessions. Our Board has a policy of conducting executive sessions of the independent directors in connection with each regularly scheduled Board meeting. Communicating with the Board. Our directors value and seek input from a wide variety of sources to inform their work and provide shareholders the opportunity to communicate with them directly. Our directors especially value input from shareholders who have a financial stake in the caliber of their input and who work in settings likely to provide access to interesting insights. Shareholders and other interested parties who wish to contact the Board, any individual director, or the independent directors as a group, are welcome to do so by writing to our Chief Financial Officer at the following address: Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416. Comments or questions regarding our accounting, internal controls, or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee. The Board’s role in risk oversight. One of the key responsibilities of the Board is to develop a strategic direction for the Company and to provide management oversight for the execution of that strategy. The Board regularly reviews information regarding the Company’s financial, strategic, and operational issues, as well as the risks associated with each. The Board also oversees the Company’s Data Security Incident Response Plan, which serves as a Company-wide guide to facilitate a systematic response to security incidents and is designed to prevent or minimize disruption of critical information systems, to minimize loss or theft of sensitive or critical information, and to quickly and efficiently remediate and recover from security events. While the Board has overall responsibility for risk management, each of the Board committees has supporting responsibility for risk management and makes periodic updates to the full Board. Their specific areas of responsibility are:
ITEM 1: ELECTION OF DIRECTORS
| • | The Audit Committee discusses and approves policies with respect to risk assessment and risk management. The Audit Committee oversees the management of financial risks and monitors management’s responsibility to identify, assess, and manage risks. The Audit Committee is also responsible for overseeing risks relating to cybersecurity. |
ITEM 1: ELECTION OF DIRECTORS
| • | The Compensation Committee is responsible for overseeing our executive compensation programs and reviewing risks relating to our overall compensation plans and arrangements. |
ITEM 1: ELECTION OF DIRECTORS
| • | The Nominating and Corporate Governance Committee manages risks associated with potential conflicts of interest pursuant to our Code of Business Conduct and Ethics (the “Code of Ethics”) and reviews governance and compliance issues with a view to managing associated risks. |
ITEM 1: ELECTION OF DIRECTORS
| • | While each Board committee is responsible for regularly reviewing, evaluating, and overseeing the management of such risks, the Board is regularly informed of such risks through committee reports. In addition, the Board and the Board committees receive regular reports from the Company’s Chief Financial Officer, Executive and Senior Vice Presidents, and other personnel with roles in managing risks. The Compensation Committee is also advised by its independent compensation consultant, which periodically reviews the risks relating to the Company’s compensation practices. The Company’s leadership team meets with the legal department and head of Internal Audit to discuss and evaluate risks applicable to the Company. |
ITEM 1: ELECTION OF DIRECTORS
Director Independence. With the adoption of our Corporate Governance Guidelines, the Board established independence standards in accordance with the requirements of the NYSE corporate governance rules. To be considered independent under the NYSE rules, the Board must affirmatively determine that a director or director nominee does not have a material relationship with us (directly, or as a partner, shareholder, or officer of an organization that has a relationship with us). In addition, no director or director nominee may be deemed independent if the director or director nominee has in the past three years:
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| • | Received (or whose immediate family member has received) more than $120,000 per year in direct compensation from us, other than director or committee fees; |
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| • | Been an employee of ours; |
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| • | Had an immediate family member who was an executive officer of ours; |
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| • | Been (or whose immediate family member has been) an affiliate or employee of a present or former internal or independent auditor of ours; |
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| • | Been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee within the past three years has included a present executive officer of ours; or |
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| • | Is currently an employee or executive officer (or has an immediate family member who is an executive officer) of another company that makes payments to us, or receives payments from us, for property or services in an amount that, in any single fiscal year, exceeds the greater of $1.0 million or 2% of such other company’s consolidated gross revenues. |
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Director nomination process. The Nominating and Corporate Governance Committee is responsible for screening and recommending for nomination director candidates to the full Board. The Nominating and Corporate Governance Committee will consider nominations received from our shareholders, provided that, proposed candidates meet the requisite director qualification standards discussed below. When appropriate, the Nominating and Corporate Governance Committee will also
Fiscal 2023 Director Compensation Table
Fiscal 2023 Director Compensation Table The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2023, information concerning their annual and long-term compensation earned during such fiscal year.
Fiscal 2023 Director Compensation Table
Fiscal 2023 Director Compensation Table
Fiscal 2023 Director Compensation Table
| Director Name | Fees Earned or Paid in Cash ($) | Option Awards1, 2 ($) | Total ($) | | Lockie Andrews | 70,000 | 117,900 | 187,900 | | Nancy Benacci(3) | 11,731 | 44,952 | 56,683 | | David J. Grissen | 70,000 | 216,150 | 286,150 | | Mark S. Light | 82,500 | 117,900 | 200,400 | | Michael Mansbach | 80,000 | 117,900 | 197,900 | | Michael J. Merriman | 90,000 | 117,900 | 187,900 | | M. Ann Rhoades | 85,000 | 117,900 | 202,900 |
Fiscal 2023 Director Compensation Table
| 1 | Values expressed represent the aggregate grant date fair value of stock options granted during fiscal 2023, as computed in accordance with FASB ASC Topic 718 using a Monte Carlo valuation model. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 for a description of the assumptions used in calculating these amounts. Values end with rounding difference due to full number of shares at fair market value. |
Fiscal 2023 Director Compensation Table
| 2 | Annual grants of stock options were made to the directors on November 4, 2022. |
Fiscal 2023 Director Compensation Table
| 3 | Ms. Benacci joined the Board effective May 1, 2023, and she received a pro-rated annual grant of stock options on May 8, 2023. |
Fiscal 2023 Director Compensation Table
The following table shows, for each of our current non-employee directors, the aggregate number of stock and option awards outstanding as of June 30, 2023:
Fiscal 2023 Director Compensation Table
| Director Name | Aggregate Stock Awards Outstanding as of 06/30/23 (#) | Aggregate Option Awards Outstanding as of 06/30/23 (#) | | Lockie Andrews | 42,842 | 90,000 | | Nancy Benacci | — | 43,643 | | David J. Grissen | 155,192 | 165,000 | | Mark S. Light | 100,647 | 90,000 | | Michael Mansbach | 43,767 | 90,000 | | Michael J. Merriman | 111,041 | 90,000 | | M. Ann Rhoades | 89,151 | 90,000 |
Fiscal 2023 Director Compensation Table
For fiscal 2024, to preserve shares under the 2018 Long Term Plan, the Board determined to defer equity grants to non-employee directors until a later date.
Our Executive Pay Plan
| Element | Form | Metric | Performance Period | Objective | | Base Salary | Cash | Fixed | N/A | Provide a base level of compensation for executive talent. | | Short Term Incentives (Annual Incentive Compensation (“AIC”) and Discretionary Bonuses) | Cash | Variable compensation component based on performance against financial goals and assessment of individual metrics | 1 year | Motivate executives to meet and exceed objectives aligned with our strategic plan |
Our Executive Pay Plan
In fiscal 2023, we granted equity awards to our executives, with the exception of our President and Chief Executive Officer, which were delivered half in the form of stock options and half in the form of cash-settled stock appreciation rights and were structured to compensate leaders only to the extent our shareholders benefited through stock price appreciation. These awards vest in equal installments on each of the first three annual anniversaries of the date of grant. Information about changes to our long-term incentive plan that were approved subsequent to fiscal 2023 are described below.
Compensation Philosophy
| • | Moving toward the market median will consider our size and performance relative to our peer group (noted below) to ensure that targeted compensation is appropriately calibrated and that realizable compensation is consistent with absolute and relative performance. |
Compensation Philosophy
| • | For fiscal 2023, the Compensation Committee set challenging annual incentive performance expectations related to our operations as a fully franchised model, including achieving target Adjusted EBITDA, improving sales, standardizing the Zenoti platform across the franchise system, and increasing franchisee and employee engagement. |
Review of External Market Data
Review of External Market Data The Compensation Committee considers compensation in the external market as one factor in its executive compensation decisions, examining both relevant broad retail industry data and data from a group of companies it considers representative of its competitors for executive talent. At the beginning of fiscal 2023, with the assistance of its independent compensation consultant, Pay Governance LLC (“Pay Governance”), the Compensation Committee considered pay level and practices information derived from the following set of peer companies:
Review of External Market Data
| Biglari Holdings Inc. | El Pollo Loco Holdings, Inc. | Planet Fitness, Inc. | | Bloomin’ Brands, Inc. | Franchise Group, Inc. | Ruth’s Hospitality Group, Inc. | | Carriage Services Inc. | Guess?, Inc. | Select Interior Concepts, Inc. | | Del Taco Restaurants, Inc. | Jack in the Box Inc. | StoneMor Inc. | | Denny’s Corporation | Lifevantage Corporation | The Wendy’s Company | | Dine Brands Global, Inc. | Nature’s Sunshine Products, Inc. | Winmark Corporation | | e.l.f. Beauty, Inc. | OneSpaWorld Holdings Limited | |
Review of External Market Data
In fiscal 2023, the Compensation Committee approved compensation levels for all executives, including Mr. Doctor, our President and Chief Executive Officer, and did not make routine changes to base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not benchmark our fiscal 2023 executive compensation against our peer group or the broader market.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant Since fiscal 2018, the Compensation Committee has engaged Pay Governance LLC (“Pay Governance”), an independent consulting firm, to provide to it executive compensation consulting services. The Compensation Committee assessed Pay Governance’s independence pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent Pay Governance from independently representing the Compensation Committee. Since it was engaged by the Compensation Committee, Pay Governance worked with the Compensation Committee and Company management to establish incentive plan designs, supported the Compensation Committee with shareholder engagement efforts, and assisted the Compensation Committee on other activities in support of its responsibilities as set forth in its charter. The Chair of the Compensation Committee worked directly with Pay Governance to determine the scope of the work needed to assist the Compensation Committee in its decision-making processes. Pay Governance worked with management, at the direction of the Compensation Committee, to fully understand the future business direction and the historical, current, and desired future direction of our pay policies and practices, as well as to facilitate the development of our compensation strategies, including the approach to determining compensation levels.
Short Term Incentive Decisions for Fiscal 2023
Short Term Incentive Decisions for Fiscal 2023 The Compensation Committee determines the annual incentive compensation (“AIC”) payouts each year in accordance with our Short Term Incentive Plan (“Short Term Plan”). The Compensation Committee annually selects AIC metrics for the Short Term Plan that align executives’ incentives with our strategic objectives. For fiscal 2023, the Compensation Committee set Company performance metrics tied to target Adjusted EBITDA (which excludes AIC and any discretionary bonus payouts) and key initiatives related to the Company’s on-going performance. The Adjusted EBITDA performance metric was weighted at 30% of the Short Term Plan payout and the key initiative performance metrics were weighted, collectively, at 70% of the Short Term Plan payout.
Short Term Incentive Decisions for Fiscal 2023
| Name | Target AIC (as a Percentage (%) of Salary) | Target AIC ($) | | Matthew Doctor | 125 | 750,000 | | Kersten D. Zupfer | 70 | 297,500 | | John C. Davi | 70 | 297,500 |
Short Term Incentive Decisions for Fiscal 2023
Following the end of fiscal 2023, in August 2023, the Compensation Committee evaluated the executives’ performance against the AIC metrics, as described in further detail below. The table below reflects the AIC metrics initially set for all the NEOs that remained in effect as of the end of the fiscal year, and the level of achievement of such metrics.
Short Term Incentive Decisions for Fiscal 2023
| Performance Measure | Weighting(1) | Performance Goal(2) | Description | Award Multiplier | Actual Result | Achievement as a % of Total AIC Target | | Company Performance Goal (Adjusted EBITDA excluding AIC and discretionary bonus payouts) | 30% of Total AIC | Threshold | Adjusted EBITDA of no less than $16.0 million (excluding AIC and any discretionary bonus payouts) | — | Adjusted EBITDA = $24.0 million (125% of target for this metric) | 37.5% | | | | Target | Adjusted EBITDA of no less than $18.2 million (excluding AIC and any discretionary bonus payouts) | 100% | | | | | | Maximum | Adjusted EBITDA of at least $22.5 million (excluding AIC and any discretionary bonus payouts) | 125% | | | | Increase Sales (System Wide Sales) | 14% of Total AIC | Threshold/ Target/ Maximum | Increase system wide sales by a specified threshold, target or maximum level for salons open as of June 30, 2022 | Up to 200% | Threshold not met | 0% | | Increase Sales (Stylist Hours) | 8.75% of Total AIC | Threshold/ Target/ Maximum | Increase average stylist hours per salon by a certain number of hours per day, per salon | Up to 200% | 20.9% of target for this metric | 1.8% | | Increase Sales (Applications) | 3.5% of Total AIC | Threshold/ Target | Increase applications through recruitment platform by at least 10% | 100% | 100% of target for this metric | 3.5% | | Increase Sales (Customer Retention) | 8.75% of Total AIC | Threshold/ Target/ Maximum | Improve 90-day customer retention rate by a certain level | Up to 150% | 59.5% of target for this metric | 5.2% | | Migrate Franchisees to Technology Platform | 17.5% of Total AIC | Threshold/ Target | Secure certain level of migration payments | Up to 100% | Threshold not met | 0% | | Improve Franchisee Ratings of Support (Non-Technical Education Departments) | 7.9% of Total AIC | Threshold/ Target | Increase franchisee ratings of support from Marketing, Field Operations, Learning & Development, and Technology departments to a certain level | Up to 100% | 89.5% of target for this metric | 7% | | Improve Franchisee Ratings of Support (Technical Education Department) | 2.6% of Total AIC | Threshold/ Target | Increase franchisee ratings of support from the Technical Education department to a certain level | Up to 100% | 100% of target for this metric | 2.6% | | Improve Employee Survey Results | 7% of Total AIC | Threshold | Improve results from an employee engagement survey by at least 5% | — | 16.7% of target for this metric | 1.2% | | | | Target | Improve results from an employee engagement survey by at least 10% | 100% | | |
Short Term Incentive Decisions for Fiscal 2023
| 1 | Weighting percentage is a percentage of the total AIC target. |
Short Term Incentive Decisions for Fiscal 2023
| 2 | If the measured amount achieved is between certain of the performance goals, the award multiplier will be determined through linear interpolation. |
Short Term Incentive Decisions for Fiscal 2023
Each executive received the respective payout set forth in the table to the right. In each case, the Compensation Committee’s determinations were subject to the audit of the Company’s annual financial statements. These AIC payouts are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
Short Term Incentive Decisions for Fiscal 2023
| NEO | Calculated AIC % | Total AIC Payout ($) | | Matthew Doctor | 58.8 | 441,000 | | Kersten D. Zupfer | 58.8 | 174,930 | | John C. Davi | 58.8 | 174,930 |
Long Term Incentive Decisions for Fiscal 2023
Long Term Incentive Decisions for Fiscal 2023 Fiscal 2023 Annual Equity Awards For fiscal 2023, the Compensation Committee determined to grant to each of Ms. Zupfer and Mr. Davi an award of 112,500 cash-settled Stock Appreciation Rights (“SARs”) and 112,500 options to purchase shares of the Company’s common stock. These awards are eligible to vest in equal installments on each of the first three annual anniversaries of the grant date. Each SAR and stock option has a per share exercise price equal to the closing price per share of the Company’s common stock on the date of grant and a term of 10 years. Because Mr. Doctor had previously received an award of 875,000 stock options in May 2022 (as described in more detail below), the Compensation Committee determined that Mr. Doctor would not receive an annual long-term equity grant in fiscal 2023. Termination of the Stock Purchase and Matching RSU Program In August 2022, the Compensation Committee determined to discontinue the prior Stock Purchase and Matching RSU Program (“SPMP”), under which our executives and other eligible employee participants were able to elect to contribute up to half of their earned annual bonus under the Short Term Plan to purchase shares of our common stock and the Company would provide a matching grant of RSUs with a value equal to up to 200% of their contribution to the plan (before deducting any related or normalized tax withholding). The SPMP was designed as a longer-term program, and the termination of this program provided the Compensation Committee with more flexibility to adjust long-term incentives annually in alignment with the circumstances for each fiscal year.
Other Compensatory Decisions Applicable to Fiscal 2023
Other Compensatory Decisions Applicable to Fiscal 2023 Upon consultation with its independent compensation consultant, the Compensation Committee made certain other compensation decisions for fiscal 2023 as follows. One-Time Cash Bonuses In August 2023, the Compensation Committee determined that it was appropriate to pay one-time cash bonuses to all NEOs at a rate equal to 21.2% of the target AIC payout under the Short Term Plan. The Compensation Committee determined to award these cash bonuses due to the Company’s over performance on the Adjusted EBITDA metric. In making this determination, the Compensation Committee acknowledged that despite missed achievements within some operational performance goals, the Company exceeded the maximum target set for the Adjusted EBITDA goal by approximately $1.5 million as a result of the Company’s reduced cost structure during fiscal 2023. These cash bonuses are reported in the Summary Compensation Table under the “Bonus” column. ReFi Achievement Bonus In connection with Mr. Doctor’s appointment as President and Chief Executive Officer of the Company in May 2022, the Compensation Committee approved a bonus of $600,000 to be payable in fiscal 2023, the payout of which was contingent upon the occurrence of either a refinancing of the Company’s current bank loan with a third party or obtaining a minimum extension of 24 months with the current bank. In August 2022, the Company closed on a transaction that provided for an amendment of the Company’s existing credit agreement and an extension of the maturity for more than 24 months. This achievement bonus is reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. ReFi Recognition Bonuses The Compensation Committee approved discretionary bonuses in the amount of $100,000 to be paid to each of Mr. Doctor and Ms. Zupfer in fiscal 2023 in recognition of their outstanding contributions toward closing on a transaction to amend and extend the Company’s credit agreement in August 2022. These recognition bonuses are reported in the Summary Compensation Table under the “Bonus” column. Adoption of the Amended and Restated Senior Executive Severance Policy The Compensation Committee approved an Amended and Restated Senior Executive Severance Policy, effective beginning in fiscal 2023, which reduces the bonus component of the severance payout for participants who experience a qualifying termination within the first nine months of a fiscal year.
Other Outstanding Awards
Other Outstanding Awards From time to time, the Compensation Committee may also make equity grants in other circumstances, such as to recruit new executive talent, upon the promotion of an executive, and to retain key individuals. In the past, we made a significant number of changes to our executive team and granted these individuals equity awards as an inducement. The awards described below were granted prior to the most recently completed fiscal year and remained outstanding as of June 30, 2023 and are also reflected in the Outstanding Equity Awards table below.
Other Outstanding Awards
| • | In May 2022, the Compensation Committee granted an equity award to Mr. Doctor, with such award having the same terms as the other awards granted to NEOs in fiscal 2022, to align his level of equity incentives with his increased level of responsibility; |
Other Outstanding Awards
| • | In November 2021, the Compensation Committee granted equity awards to each of Mr. Doctor, Ms. Zupfer, and Mr. Davi, with such awards having the same terms as the other awards granted to NEOs in fiscal 2022, to align their level of equity incentives with their increased levels of responsibility; and |
Other Outstanding Awards
| • | In November 2019, the Compensation Committee granted an equity award to Ms. Zupfer, with such award having the same terms as the other awards granted to NEOs in fiscal 2021, to align her level of equity incentives with her increased level of responsibility. |
Other Outstanding Awards
In addition, Ms. Zupfer has outstanding equity awards that were granted prior to fiscal 2019 under our legacy executive pay programs. PSUs with 2020-2022 Performance Period In fiscal 2019, we granted to Ms. Zupfer PSUs that had a three-year performance period with performance accessed as of November 11, 2022. The fiscal 2019 PSUs performance measure was end-of-period share price, meaning the volume-weighted average closing price of the Company’s common stock across the 50 trading days that ended November 11, 2022. In order for the PSUs to be earned, the end-of-period share price needed to equal or exceed $25.82. However, the end-of-period share price threshold was not achieved and the PSUs did not vest.
Key Compensatory Decisions Applicable to Fiscal 2024
Key Compensatory Decisions Applicable to Fiscal 2024 Subsequent to fiscal 2023, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2024. The Compensation Committee is continuing to evaluate compensation adjustments for fiscal 2024, but does not expect to grant equity awards to NEOs in fiscal 2024 given the large equity awards made in prior fiscal years.
Compensation-Related Items
| Compensation Practice | Regis Policy | | Independent Compensation Committee | Our Compensation Committee is composed solely of directors who are independent under the standards of the SEC and the NYSE, including the higher standards applicable to Compensation Committee members. | | Clawback Policy | Our current “clawback” policy permits us to recover certain equity as well as cash incentive payments from executive officers whose misconduct or negligence resulted in a significant financial restatement. The Company expects to revise its clawback policy in the next year to comply with new NYSE and Securities and Exchange Commission rules. | | Limited Severance Benefits and Perks | We have benchmarked and implemented market severance terms (generally, base salary plus bonus, including after a change in control), while retaining our “double trigger” structure. | | No Tax Gross-Ups | We do not provide tax gross-ups on perquisites or “golden parachute” payments. | | Stock Ownership Guidelines | We have meaningful stock ownership guidelines for our executives, discussed in more detail below. | | Hedging Restrictions/ Prohibitions | Our Statement of Policy on Insider Trading prohibits our directors, officers, other employees, and designees of the foregoing from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, including shares held directly or indirectly (however, our policy does not prohibit general portfolio diversification transactions). | | Pledging Restrictions/ Prohibitions | Our Statement of Policy on Insider Trading prohibits our employees, officers, and directors from holding our stock in a margin account or pledging it as collateral for a loan, except in the limited circumstance that an individual has demonstrated financial capacity to repay the loan without resort to the pledged securities and obtains approval from our Chief Financial Officer. | | Independent Compensation Consultant | Pay Governance LLC has advised our independent Compensation Committee since fiscal 2018. | | Risk Assessment | We consider risk in our compensation programs and periodically conduct a risk assessment, which is led by our independent compensation consultant. | | Annual Say-on-Pay Vote | Every year, we offer our shareholders the opportunity to cast an advisory vote on our executive compensation. | | No Repricing or Exchange of Underwater Options/SARs | Our plan prohibits the repricing or exchange of underwater stock options and stock appreciation rights without shareholder approval. |
Employment Agreements and Post-Employment Compensation
Employment Agreements and Post-Employment Compensation We are parties to certain compensatory arrangements with our NEOs, as described below under the “Summary of Arrangements with Named Executive Officers” section of this Proxy Statement. The purpose of these arrangements is to reflect the compensatory terms agreed to in connection with attracting talented executives to our Company. All of our NEOs are eligible for certain compensation and other benefits if his or her employment terminates due to certain articulated reasons (including in connection with a change in control). Receipt of these benefits generally requires the executive to comply with certain post-termination covenants and execute a release of claims in favor of the Company. The Compensation Committee and the Board recognize the importance of avoiding the distraction and loss of key management personnel that may occur in connection with certain leadership transitions, as well as any rumored or actual change in control of the Company. Accordingly, the Compensation Committee and the Board have structured the terms for severance to incentivize the executives to remain employed by the Company during any transition or while a transaction is under consideration or pending, and to not favor one transaction structure over another merely because of the impact on his or her compensation.
Summary Compensation Table
Summary Compensation Table The following table shows each individual who served as our principal executive officer in fiscal 2023 and the two other most highly compensated executive officers in fiscal 2023 who were still serving as such on June 30, 2023 (together, referred to as the “Named Executive Officers” or “NEOs”), along with information concerning compensation earned for services in all capacities during each of the fiscal years ended June 30, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation5 ($) | All Other Compensation6 ($) | Total ($) | | Matthew Doctor President and Chief Executive Officer | 2023 | 600,000 | 259,000 | — | — | 1,041,000 | 38,862 | 1,938,862 | | | 2022 | 462,981 | 86,166 | 127,909 | 1,022,500 | 242,990 | 1,375 | 1,943,921 | | Kersten D. Zupfer Executive Vice President and Chief Financial Officer | 2023 | 457,000 | 163,070 | — | 231,750 | 174,930 | 270 | 1,027,020 | | | 2022 | 457,000 | 11,475 | 228,224 | 348,750 | 242,123 | 283 | 1,287,855 | | John C. Davi Executive Vice President and Chief Digital Officer(7) | 2023 | 424,695 | 63,070 | — | 231,750 | 174,930 | 67,433 | 961,878 |
Summary Compensation Table
| 1 | As to Ms. Zupfer, this value includes amounts provided in the form of a modest perquisite allowance of approximately $32,000, which primarily covers an automobile allowance. The entire allowance is paid to Ms. Zupfer regardless of whether she spends the entire amount on automobile expenses and, therefore, is reported as base salary; however, the allowance amount is not included as base salary for purposes of determining other compensation and benefits amounts. |
Summary Compensation Table
| 2 | The amounts for fiscal 2023 represent discretionary bonus payments made for One-Time Cash Bonuses and ReFi Recognition Bonuses for Mr. Doctor and Ms. Zupfer as described above under “Other Compensatory Decisions Applicable to Fiscal 2023” in the CD&A section of this Proxy Statement. |
Summary Compensation Table
| 3 | Values expressed represent the aggregate grant date fair value of stock or option awards granted in each fiscal year, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date for RSUs and PSUs with performance metrics other than market conditions, the Monte Carlo model for PSUs with market conditions and the Black-Scholes model for stock options and SARs. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 for a description of the assumptions used in calculating these amounts. |
Summary Compensation Table
| 4 | The grant date fair values for option awards for the fiscal year ended June 30, 2023 include: |
Summary Compensation Table
| • | Stock options to acquire 112,500 shares that were granted in August 2022 to Ms. Zupfer and Mr. Davi, which will vest in equal installments on each of the first three annual anniversaries of the date of grant; and |
Summary Compensation Table
| • | 112,500 cash-settled SARs that were granted in August 2022 to Ms. Zupfer and Mr. Davi, which will vest in equal installments on each of the first three annual anniversaries of the date of grant. |
Summary Compensation Table
| 5 | Amounts for fiscal 2023 represent amounts earned pursuant to AIC awards under the Short Term Plan as described more fully under the heading “Short Term Incentive Awards for Fiscal 2023” in the CD&A section of this Proxy Statement. For Mr. Doctor, the amount for fiscal 2023 also includes the ReFi Achievement Bonus as described above under “Other Compensatory Decisions Applicable to Fiscal 2023” in the CD&A section of this Proxy Statement. |
Summary Compensation Table
| 6 | The following table sets forth All Other Compensation amounts by type: |
Summary Compensation Table
| Name | Company Match and Profit- Sharing Contribution(a) ($) | Total All Other Compensation(b) ($) | | Matthew Doctor | 37,500 | 38,862 | | Kersten D. Zupfer | — | 270 | | John C. Davi | 32,804 | 67,433 |
Summary Compensation Table
| a | The Company matches the NEOs’ contributions into its retirement savings plans up to $25,000 per calendar year. Amounts greater than $25,000 are due to the difference between calendar and fiscal year compensation. |
Summary Compensation Table
| b | Total All Other Compensation includes the following perquisites, which primarily relate to medical benefits, including the reimbursement of co-pay and other out-of-pocket expenses for Mr. Davi of $31,407. |
Summary Compensation Table
| 7 | Mr. Davi first became an NEO in fiscal 2023. |
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of June 30, 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Matthew Doctor | 175,000(1) | 700,000 | 1.26 | 5/5/2032 | | | | | 22,500(2) | 90,000 | 2.76 | 11/5/2031 | | | | | 22,500(2) | 90,000 | 2.76 | 11/5/2031 | | | | | | | | | 37,076(2) | 41,154 | | | | | | | 14,191(3) | 15,752 | | Kersten D. Zupfer | — | 112,500(4) | 1.52 | 8/26/2032 | | | | | — | 112,500(4) | 1.52 | 8/26/2032 | | | | | 22,500(2) | 90,000 | 2.76 | 11/5/2031 | | | | | 22,500(2) | 90,000 | 2.76 | 11/5/2031 | | | | | 11,396(5) | — | 10.84 | 8/31/2025 | | | | | | | | | 66,152(2) | 73,429 | | | | | | | 25,276(6) | 28,056 | | | | | | | 1,763(7) | 1,957 | | | | | | | 832(8) | 924 | | John C. Davi | — | 112,500(4) | 1.52 | 8/26/2032 | | | | | — | 112,500(4) | 1.52 | 8/26/2032 | | | | | 15,000(2) | 60,000 | 2.76 | 11/5/2031 | | | | | 15,000(2) | 60,000 | 2.76 | 11/5/2031 | | |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 1 | Award vested as to 20% of the shares on the first anniversary of the grant date, which was May 5, 2022, and vests as to 20% of the shares on the second anniversary of the grant date and 60% of the shares on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 2 | Award vested as to 20% of the shares on the first anniversary of the grant date, which was November 5, 2021, and 20% of the shares on the second anniversary of the grant date, and vests as to 60% of the shares on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 3 | Award vested as to 50% of the shares on the first annual anniversary of the date of grant, which was February 8, 2021, and vests as to 50% of the shares on the third annual anniversary of the date of grant. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 4 | Award vests in equal installments on each of the first, second, and third anniversaries of the grant date, which was August 26, 2022. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 5 | Award fully vested on August 31, 2018. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 6 | Award cliff vests on the fifth anniversary of the date of grant, which was December 21, 2020. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 7 | Award cliff vests on the fifth anniversary of the date of grant, which was August 30, 2019. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 8 | Award cliff vested on the fifth anniversary of the date of grant, which was August 31, 2018. |
Outstanding Equity Awards at Fiscal 2023 Year-End
The following table sets forth additional compensation information of our CEO #1, our CEO #2, and our other NEOs (averaged), along with total shareholder return and net income performance results for fiscal years 2022 and 2023:
Outstanding Equity Awards at Fiscal 2023 Year-End
| | Summary Compensation Table Total for CEO #1(1) ($) | Compensation Actually Paid to CEO #1(1)(2) ($) | Summary Compensation Table Total for CEO #2(1) ($) | Compensation Actually Paid to CEO #2(1)(2) ($) | Average Summary Compensation Table for Other NEOs(1) ($) | Average Compensation Actually Paid to Other NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return(3) ($) | Net Income (Loss) ($ in thousands) | | 2023 | 1,938,862 | 2,087,345 | N/A | N/A | 994,449 | 966,470 | 12 | (7,385) | | 2022 | 1,943,921 | 1,270,024 | 1,119,020 | (9,024,172) | 1,093,997 | 529,513 | 12 | (85,857) |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 1 | Our NEOs were: |
Outstanding Equity Awards at Fiscal 2023 Year-End
| Year | CEO #1 | CEO #2 | Other NEOs | | 2023 | Matthew Doctor | N/A | Kersten D. Zupfer, John C. Davi | | 2022 | Matthew Doctor(a) | Felipe Athayde(b) | Kersten D. Zupfer, Jim B. Lain |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (a) Mr. Doctor was appointed to the position of Interim Chief Executive Officer effective December 23, 2021, and as President and Chief Executive Officer on May 5, 2022. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (b) Mr. Athayde’s tenure as President and Chief Executive Officer ended on December 23, 2021. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 2 | None of our NEOs participate in a pension plan; therefore, no adjustment from the Summary Compensation Table total related to pension value was made. A reconciliation of Total Compensation from the Summary Compensation Table (referred to below as “SCT”) to Compensation Actually Paid to our CEO #1, CEO #2 and our Other NEOs (as an average) is shown below: |
Outstanding Equity Awards at Fiscal 2023 Year-End
| | 2023 | | | 2022 | | | | Adjustments | CEO #1 ($) | CEO #2 ($) | Average of Other NEOs ($) | CEO #1 ($) | CEO #2 ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 1,938,862 | — | 994,449 | 1,943,921 | 1,119,020 | 1,093,997 | | (Subtraction): SCT amounts | — | — | (231,750) | (1,150,409) | (587,342) | (443,487) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | — | 171,000 | 703,427 | — | 155,153 | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | 106,638 | — | 14,884 | (117,501) | — | (149,311) | | Addition: Vesting date fair value of awards granted and vesting during such year | — | — | — | — | — | — | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | 41,845 | — | 17,887 | (109,413) | (2,252,510) | (126,839) | | (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year | — | — | — | — | (7,303,340) | — | | Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | 2,087,345 | — | 966,470 | 1,270,024 | (9,024,172) | 529,513 |
Outstanding Equity Awards at Fiscal 2023 Year-End
| 3 | Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on June 30, 2021 (the last trading day of fiscal 2021) through and including the end of the fiscal year for each year reported in the table. |
Compensation Actually Paid Versus TSR
Compensation Actually Paid Versus TSR
Compensation Actually Paid Versus TSR
| (1) Total shareholder return in the above chart reflects the cumulative return of $100 as if invested in our Company stock on June 30, 2021, including reinvestment of any dividends. |
Compensation Actually Paid Versus Net Loss
Compensation Actually Paid Versus Net Loss