DEF 14A of Regis Corp
Filed Sep 26, 2024 · FY20240001140361-24-042046
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. |
ITEM 1: ELECTION OF DIRECTORS
The Board unanimously recommends that you vote FOR the election of each of the director nominees below. Seven directors are to be elected at the annual meeting of shareholders to be held on November 6, 2024 (the “Annual Meeting”), each to hold office for one year until the 2025 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of eight directors, one of whom, Mr. David Grissen, is not seeking re-election to the Board when his term ends at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the seven 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. In determining to nominate Messrs. Mark Light and Michael Merriman and Ms. Ann Rhoades for re-election, the Board considered that Mr. Light has already served 11 years at the time of re-election, Mr. Merriman had already served 13 years at the time of re-election, and Ms. Rhoades was 79 years old and, therefore, all three directors were required under our Corporate Governance Guidelines to offer to not stand 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 three 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: 51 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 Executive Officer of RICH Hair Care USA, an affordable luxury haircare company since January 2021 • 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 and artificial intelligence 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: 69 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 (since 2020) • The Payden & Rygel Investment Group (since December 2023) |
ITEM 1: ELECTION OF DIRECTORS
| Matthew Doctor President and Chief Executive Officer, Regis Corporation Director since 2022 Age: 37 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
| Mark S. Light Executive Chairman, Bedrock Manufacturing Independent Director since 2013 Age: 62 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: 56 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: 68 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 Compensation Committee (since March 2024), Chairman of the Board (February 2018 – March 2024), 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: 79 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 11 years. Mr. Grissen is not seeking re-election to the Board at the Annual Meeting. The Board has elected Mr. Merriman, an independent director who has served on the Board for the last 13 years, to succeed Mr. Grissen as Chair of the Board after Mr. Grissen’s term ends at the Annual Meeting. 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. The Board met six times in fiscal 2024. 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 fiscal 2024. 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 2023 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 600, 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. Pursuant to our Corporate Governance Guidelines, a majority of the Board must be independent in accordance with the requirements of the Nasdaq Stock Market (“Nasdaq”) corporate governance rules. 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 engage an independent third-party search firm. The Nominating and Corporate Governance Committee will then evaluate the resumes of any qualified candidates recommended by shareholders and search firms, as well as by members of the Board. Generally, to be considered for nomination, a candidate must have:
ITEM 1: ELECTION OF DIRECTORS
| • | High professional and personal ethics and values; |
ITEM 1: ELECTION OF DIRECTORS
| • | A strong record of significant leadership and meaningful accomplishments in his or her field; |
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| • | Broad experience; |
ITEM 1: ELECTION OF DIRECTORS
| • | The ability to think strategically; |
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| • | Sufficient time to carry out the duties of Board membership; and |
ITEM 1: ELECTION OF DIRECTORS
| • | A commitment to enhancing shareholder value and representing the interests of all shareholders. |
ITEM 1: ELECTION OF DIRECTORS
Candidates are evaluated based on these qualification standards and the current needs of the Board. The Company’s policies for, and commitments to, diversity are contained within the Code of Ethics, which explicitly provides that the Company will not discriminate against anyone on the basis of race, color, gender, sexual orientation or identity, religion, age, national origin, disability, or any other classification protected by law. Consistent with this commitment, the Nominating and Corporate Governance Committee, when seeking new director candidates, considers and values diversity in all the attributes covered in the Code of Ethics, as well as diverse skills and
Fiscal 2024 Director Compensation Table
Fiscal 2024 Director Compensation Table The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2024, information concerning their annual and long-term compensation earned during such fiscal year.
Fiscal 2024 Director Compensation Table
Fiscal 2024 Director Compensation Table
Fiscal 2024 Director Compensation Table
| Director Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) | | Lockie Andrews | 70,000 | — | 70,000 | | Nancy Benacci | 70,000 | — | 70,000 | | David J. Grissen | 70,000 | — | 70,000 | | Mark S. Light | 82,500 | — | 82,500 | | Michael Mansbach | 70,000 | — | 70,000 | | Michael J. Merriman | 90,000 | — | 90,000 | | M. Ann Rhoades | 85,000 | — | 85,000 |
Fiscal 2024 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, 2024:
Fiscal 2024 Director Compensation Table
| Director Name | Aggregate Stock Awards Outstanding as of 06/30/24 (#) | Aggregate Option Awards Outstanding as of 06/30/24 (#) | | Lockie Andrews | 2,141 | 4,500 | | Nancy Benacci | — | 2,182 | | David J. Grissen | 7,753 | 8,250 | | Mark S. Light | 5,026 | 4,500 | | Michael Mansbach | 2,187 | 4,500 | | Michael J. Merriman | 5,540 | 4,500 | | M. Ann Rhoades | 4,453 | 4,500 |
Fiscal 2024 Director Compensation Table
For fiscal 2025, the Board intends to revisit director compensation following the Annual Meeting and determine whether to reinstate an equity compensation component for the year.
Our Executive Pay Plan
Our Executive Pay Plan Typically, our annual compensation plan includes three main components: base salary, short-term incentives, and long-term incentives. For fiscal 2024, our compensation plan consisted entirely of base salary and short-term incentives for the reasons discussed below. The cash elements of our fiscal 2024 compensation plan include:
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 |
Compensation Philosophy
| • | Moving toward the market median will consider our size and performance relative to an applicable peer group to ensure that targeted compensation is appropriately calibrated and that realizable compensation is consistent with absolute and relative performance. |
Compensation Philosophy
| • | For fiscal 2024, the Compensation Committee set challenging annual incentive performance expectations related to achieving target Adjusted EBITDA. |
Review of External Market Data
Review of External Market Data In fiscal 2024, the Compensation Committee did not make any changes to base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not benchmark our fiscal 2024 executive compensation against a peer group or the broader market. However, in prior years, and in connection with various decisions about compensation levels for our NEOs, the Compensation Committee has considered 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.
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 2024
Short Term Incentive Decisions for Fiscal 2024 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 2024, the Compensation Committee determined that Adjusted EBITDA (which excludes AIC and any discretionary bonus payouts) would be the sole metric for determining Short Term Plan payouts given the critical focus of the Company on achieving a target level of Adjusted EBITDA, which the Compensation Committee believes reflects the overall health of the core business.
Short Term Incentive Decisions for Fiscal 2024
| 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 2024
Following the end of fiscal 2024, in August 2024, the Compensation Committee evaluated the Company’s performance against the Adjusted EBITDA metrics, as described in further detail below.
Short Term Incentive Decisions for Fiscal 2024
| Performance Measure | Weighting | Performance Goal(1) | Description | Award Multiplier | Actual Result | Achievement as a % of Total AIC Target | | Company Performance Goal (Adjusted EBITDA excluding AIC and discretionary bonus payouts) | 100% of Total AIC | Threshold | Adjusted EBITDA of no less than $21.4 million (excluding AIC and any discretionary bonus payouts) | — | Adjusted EBITDA = $29.9 million | 106% | | | | Target | Adjusted EBITDA of no less than $29.0 million (excluding AIC and any discretionary bonus payouts) | 100% | | | | | | Maximum | Adjusted EBITDA of at least $32.6 million (excluding AIC and any discretionary bonus payouts) | 125% | | |
Short Term Incentive Decisions for Fiscal 2024
| 1 | 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 2024
However, in connection with evaluating the Company’s performance against the Adjusted EBITDA metrics, the Compensation Committee determined to exclude certain one-time items that favorably impacted Adjusted EBITDA, but did not reflect improvement in the Company’s core operations, including a $1.3 million accounting adjustment for gift card breakage and a $1.5 million adjustment for an education event that was budgeted for but did not occur. As a result of these exclusions, the Compensation Committee certified AIC payouts based on Adjusted EBITDA of $27.1 million, which resulted in a payout equal to 89% of target for each NEO, as reflected in the table to the right. These AIC payouts are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
Short Term Incentive Decisions for Fiscal 2024
| NEO | Calculated AIC % After Adjustment | Total AIC Payout ($) | | Matthew Doctor | 89% | 667,500 | | Kersten D. Zupfer | 89% | 264,775 | | John C. Davi | 89% | 264,775 |
Long Term Incentive Decisions for Fiscal 2024
Long Term Incentive Decisions for Fiscal 2024 Fiscal 2024 Annual Equity Awards For fiscal 2024, the Compensation Committee determined that no equity awards would be granted to our executive officers due to the pending strategic review that the Board was conducting, which resulted in our debt restructuring transaction, and the limited number of shares remaining available for issuance under our equity compensation plan. 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. In September 2024, the Compensation Committee terminated the SPMP, such that no further awards can be made under the SPMP. Mr. Doctor and Ms. Zupfer continue to hold unvested matching RSUs they received in connection with their participation in the SPMP.
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 Nasdaq, including the higher standards applicable to Compensation Committee members. | | Clawback Policy | We updated our compensation clawback policy prior to December 1, 2023 to comply with the SEC and stock exchange listing standards. The policy provides for recovery of certain erroneously awarded compensation received by our Section 16 officers in the event of an accounting restatement due to material non-compliance with any financial reporting requirement, as described in more detail below. | | 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 2024 and the two other most highly compensated executive officers in fiscal 2024 who were still serving as such on June 30, 2024 (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, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus2 ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation3 ($) | All Other Compensation4 ($) | Total ($) | | Matthew Doctor President and Chief Executive Officer | 2024 | 600,000 | 532,500 | — | — | 667,500 | 42,007 | 1,842,007 | | | 2023 | 600,000 | 259,000 | — | — | 1,041,000 | 38,862 | 1,938,862 | | Kersten D. Zupfer Executive Vice President and Chief Financial Officer | 2024 | 457,000 | — | — | — | 264,775 | 328 | 722,103 | | | 2023 | 457,000 | 163,070 | — | 231,750 | 174,930 | 270 | 1,027,020 | | John C. Davi Executive Vice President and Chief Digital Officer | 2024 | 425,000 | — | — | — | 264,775 | 46,692 | 736,467 | | | 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 $32,000, which primarily covers an automobile allowance. The entire allowance is paid to Ms. Zupfer regardless of whether she spends the entire amount on automobile expenses and, therefore, is reported as base salary; however, the allowance amount is not included as base salary for purposes of determining other compensation and benefits amounts. |
Summary Compensation Table
| 2 | The amount for fiscal 2024 represents a discretionary refinancing recognition bonus for Mr. Doctor. |
Summary Compensation Table
| 3 | The amounts for fiscal 2024 represent amounts earned pursuant to AIC awards under the Short Term Plan as described more fully under the heading “Short Term Incentive Awards for Fiscal 2024” in the CD&A section of this Proxy Statement. |
Summary Compensation Table
| 4 | The following table sets forth All Other Compensation amounts by type: |
Summary Compensation Table
| Name | Company Match and Profit- Sharing Contribution(a) ($) | Total All Other Compensation(b) ($) | | Matthew Doctor | 25,000 | 42,007 | | Kersten D. Zupfer | — | 328 | | John C. Davi | 25,000 | 46,692 |
Summary Compensation Table
| a | The Company matches the NEOs’ contributions into its retirement savings plans up to $25,000 per calendar year. |
Summary Compensation Table
| b | The Total All Other Compensation amounts include perquisites, which primarily relate to medical benefits, including the reimbursement of co-pay and other out-of-pocket expenses for Mr. Doctor of $15,579 and Mr. Davi of $21,360. |
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of June 30, 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | Stock Option | 17,500(1) | 26,250 | 25.20 | 5/5/2032 | | | | | Stock Option | 2,250(2) | 3,375 | 55.20 | 11/5/2031 | | | | | Cash-settled SAR | 2,250(2) | 3,375 | 55.20 | 11/5/2031 | | | | | RSU | | | | | 1,390(2) | 31,970 | | Kersten D. Zupfer | Stock Option | 1,874(3) | 3,751 | 30.40 | 8/26/2032 | | | | | Cash-settled SAR | 1,874(3) | 3,751 | 30.40 | 8/26/2032 | | | | | Stock Option | 2,250(2) | 3,375 | 55.20 | 11/5/2031 | | | | | Cash-settled SAR | 2,250(2) | 3,375 | 55.20 | 11/5/2031 | | | | | Stock-settled SAR | 569(4) | — | 216.80 | 8/31/2025 | | | | | RSU | | | | | 2,480(2) | 57,040 | | | RSU | | | | | 1,263(5) | 29,049 | | | RSU | | | | | 88(6) | 2,024 | | John C. Davi | Stock Option | 1,874(3) | 3,751 | 30.40 | 8/26/2032 | | | | | Cash-settled SAR | 1,874(3) | 3,751 | 30.40 | 8/26/2032 | | | | | Stock Option | 1,500(2) | 2,250 | 55.20 | 11/5/2031 | | | | | Cash-settled SAR | 1,500(2) | 2,250 | 55.20 | 11/5/2031 | | |
Outstanding Equity Awards at Fiscal 2024 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 2024 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 2024 Year-End
| 3 | 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 2024 Year-End
| 4 | Award fully vested on August 31, 2018. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| 5 | Award cliff vests on the fifth anniversary of the date of grant, which was December 21, 2020. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| 6 | Award cliff vests on the fifth anniversary of the date of grant, which was August 30, 2019. |
Outstanding Equity Awards at Fiscal 2024 Year-End
The following table sets forth additional compensation information of our Chief Executive Officer (CEO) #1, our CEO #2, and our other NEOs (averaged), along with total shareholder return and net income performance results for fiscal years 2022, 2023, and 2024:
Outstanding Equity Awards at Fiscal 2024 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) | | 2024 | 1,842,007 | 1,799,593 | N/A | N/A | 729,285 | 693,551 | 11.54 | 91,060 | | 2023 | 1,938,862 | 2,087,345 | N/A | N/A | 994,449 | 966,470 | 11.86 | (7,385) | | 2022 | 1,943,921 | 1,270,024 | 1,119,020 | (9,024,172) | 1,093,997 | 529,513 | 12.29 | (85,857) |
Outstanding Equity Awards at Fiscal 2024 Year-End
| 1 | Our NEOs were: |
Outstanding Equity Awards at Fiscal 2024 Year-End
| Year | CEO #1 | CEO #2 | Other NEOs | | 2024 | Matthew Doctor | N/A | Kersten D. Zupfer, John C. Davi | | 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 2024 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 2024 Year-End
| (b) Mr. Athayde’s tenure as President and Chief Executive Officer ended on December 23, 2021. |
Outstanding Equity Awards at Fiscal 2024 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 2024 Year-End
| | 2024 | | | Adjustments | CEO #1 ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 1,842,007 | 729,285 | | (Subtraction): SCT amounts for Stock Awards and Option Awards | — | — | | Addition: Fair value at end of fiscal 2024 of awards granted during fiscal 2024 that are outstanding and unvested at the end of fiscal 2024 | — | — | | Addition (Subtraction): The difference between the fair value of awards from the end of fiscal 2023 to the end of fiscal 2024 which were granted in any fiscal year prior to fiscal 2024 that are outstanding and unvested at the end of fiscal 2024 | (25,012) | (1,837) | | Addition: Vesting date fair value of awards granted and vesting during fiscal 2024 | — | — | | Addition (Subtraction): The difference between the fair value of awards from the end of fiscal 2023 to the vesting date for awards granted in any fiscal year prior to fiscal 2024 for which vesting conditions were satisfied as of the end of fiscal 2024 | (17,402) | (33,897) | | (Subtraction): Fair value at end of fiscal 2023 of awards granted in any fiscal year prior to fiscal 2024 that fail to meet the applicable vesting conditions in fiscal 2024 | — | — | | Addition: Dividends or other earnings paid on stock or option awards in fiscal 2024 prior to vesting if not otherwise included in the SCT amount for fiscal 2024 | — | — | | Compensation Actually Paid (as calculated) | 1,799,593 | 693,551 |
Outstanding Equity Awards at Fiscal 2024 Year-End
| 3 | Total shareholder return as calculated based on a fixed investment of one hundred dollars in Company stock 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 Company TSR
Compensation Actually Paid Versus Company TSR
Compensation Actually Paid Versus Company 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 Income (Loss)
Compensation Actually Paid Versus Net Income (Loss)