DEF 14A of Regis Corp
Filed Sep 17, 2025 · FY20250001140361-25-035257
LETTER FROM THE CHAIRMAN
LETTER FROM THE CHAIRMAN Dear Regis shareholders, employees, franchisees, vendors, and customers, In fiscal 2025, Regis executed on many strategic opportunities made possible by the strong foundation achieved throughout fiscal 2024:
LETTER FROM THE CHAIRMAN
| • | We acquired the portfolio of Alline salons, giving us the connection to operations and our franchisees and the ability to test and optimize customer and stylist initiatives; |
LETTER FROM THE CHAIRMAN
| • | We stabilized same-store sales and returned to profitable growth; and |
LETTER FROM THE CHAIRMAN
| • | We commenced a relationship with leading customer loyalty and engagement experts. |
LETTER FROM THE CHAIRMAN
All of these actions position us well to continue executing our strategy to optimize and grow our company-owned salon portfolio and advance the transformation of our brands. As Regis evolves, the Board of Directors and management team are also evolving to support this next chapter of growth. In June, we announced that Matthew Doctor was stepping down from his role as President and Chief Executive Officer effective June 30, 2025. The Board appointed Jim Lain, who was serving as EVP Brand Operations – Supercuts and Cost Cutters, as interim President and Chief Executive Officer effective July 1, 2025. The Board knew that Jim’s long tenure with Regis, his close relationship with our franchisees and employees, and his deep knowledge of the hair care industry, would position him well to lead the company during this transition, and he stepped into the interim leadership role seamlessly. The Board expresses its thanks to Matt for his work that put Regis on solid financial footing and positions us for long-term growth, as well as service in a support role through August 31, 2025 to ensure a smooth transition. The Board has formed a Succession Planning Committee and has engaged a leading executive search firm to help identify the next Chief Executive Officer of Regis to lead the next stage of the company’s transformation. The search includes both internal and external candidates. The search committee and Board have been actively engaged in the process and we look forward to providing an update at the appropriate time. At the same time, we are also continuing to refresh the Board of Directors. In January 2025, Susan Lintonsmith joined the Board and has made immediate contributions by bringing her deep operating and franchise experience, including in the health and wellness area. Her transformational leadership experience, including with public companies, made her an obvious choice to lead the CEO search committee. Susan’s appointment occurred in anticipation of expected retirements of two long-serving Board members, Mark Light and Ann Rhoades, and related Board refreshment. Mark and Ann have served Regis and its shareholders with dedication and commitment. Mark joined the Board in 2013, bringing strong retail experience, as well as experience with acquisitions and business integrations. Mark has served as Chair of the Nominating and Corporate Governance Committee. Ann joined the Board in 2015 and has made significant contributions drawing on her human resources and consumer experience. Ann has served as Chair of the Compensation Committee. Mark’s and Ann’s terms will conclude at the annual meeting and they are not seeking re-election pursuant to our tenure and retirement age policies, respectively. On behalf of the whole Board and management team, I express our gratitude for the contributions that Mark and Ann have made at Regis. It has been my privilege to serve as the Chairman of the Board over the last year, working with the management as the Board oversees our continued transformation. On behalf of the Board, we are excited to see that the steps we are taking to elevate our brands, drive company-owned salon results and enhance operations are building momentum that we believe will deliver long-term shareholder value. Thank you for your investment and continued support of Regis.
LETTER FROM THE CHAIRMAN
| Sincerely, | | | | Michael J. Merriman | | Chairman of the Board |
ITEM 1: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS
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| | 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. Five directors are to be elected at the annual meeting of shareholders to be held on October 28, 2025 (the “Annual Meeting”), each to hold office for one year until the 2026 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of seven directors, two of whom, Mr. Mark Light and Ms. Ann Rhoades, are not seeking re-election to the Board when their respective terms end at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the five nominees 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. Susan Lintonsmith is standing for election by shareholders for the first time at the Annual Meeting. Ms. Lintonsmith was identified as a potential candidate for the Board by a third-party search firm engaged by the Board to assist in identifying and evaluating potential candidates. In determining to nominate Mr. Michael Merriman for re-election, the Board considered that Mr. Merriman had already served 14 years at the time of re-election, and, therefore, was required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Merriman’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. Merriman for re-election. In particular, the Board considered Mr. Merriman’s leadership of the Board during our current CEO succession process. The Board also considered the current state of the Company’s business and the involvement that Mr. Merriman has in overseeing the execution of our current strategy of supporting our franchisees and optimizing our company-owned salons and determined that the organization would benefit from his 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.
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| Who We Are | | | Lockie Andrews Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting Independent Director since 2021 Age: 52 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: 70 Board committees • Audit, ACFE, Chair | 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) |
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| Susan Lintonsmith Chief Operating Officer, Sphinx Franchise Holdings Independent Director since January 2025 Age: 60 Board committees • Compensation • Nominating and Corporate Governance | Career Highlights | | | • Chief Operations Officer, Sphinx Franchise Holdings, a European Wax Center franchisee, since 2022 • Consultant / Chief Brand Officer, AtYourGate, a start-up airport food delivery company, from 2020 to 2021 • Chief Executive Officer, President & Chief Operating Officer, Elements Massage (part of WellBiz Brand), a massage therapy company, from 2019 to 2020 • Chief Executive Officer & President, QCE LLC (Quiznos), from 2016 to 2018, prior to which she served as U.S. Chief Operations Officer from 2014 to 2016 and Global Chief Marketing Officer from 2011 to 2016 • Chief Marketing Officer, Red Robin Gourmet Burgers, Inc., from 2007 to 2011 • VP/GM Horizon Organic Dairy, WhiteWave Foods (Dean Foods), 2005 to 2007 • Held marketing positions of increasing responsibility at Pizza Hut Inc., The Coca-Cola Company, and Western Union | | | Skills / Experience | | | • Experience at multiple companies across the food & beverage and health & wellness industries • C-level roles in both public and private companies • 35 years of experience including 20+ years on the franchisor side; nearly three years with a franchisee of a public company leading the day-to-day operations for centers in six states and Washington D.C. • Experience as a strategist, branding expert, innovation-driver, and operations leader in highly competitive consumer industries • Currently serves on five boards: Two private (Checkers & Rally’s Drive-In Restaurants, Pets Supplies Plus), two public (The One Group Hospitality and Regis Corporation), and a non-profit education organization (St. Mary’s Academy). Board experience includes leading CEO searches and providing support on strategic plans, marketing, and supply chain | | | Education | | | MBA, Finance and Marketing, Indiana University BBA, University of Notre Dame | | | ALSO... | | | Author of a 12-book children’s series targeting reluctant readers called Under the Couch (published 2021-2024) | | | Other Public Boards | | | • The One Group Hospitality, Inc. (since March 2021) |
ITEM 1: ELECTION OF DIRECTORS
| Michael Mansbach Founder of Granite Stairway Advisors LLC Independent Director since 2021 Age: 57 Board committees • Compensation • Nominating and Corporate Governance | 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 Chair of the Board Age: 69 Board committees • Audit, ACFE • 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) | | | Former | | | • OMNOVA Solutions Inc. (2008 – 2020) • Invacare Corporation (2014 – 2018, 2022 – 2023) • American Greetings Corporation (2006 – 2013) • RC2 Corporation (2004 – 2011) |
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 are independent. While our Chief Executive Officer would normally serve as the one non-independent director on the Board, our current interim Chief Executive Officer is not a Board member. We provide a description of the Board’s independence standards below. Under these standards, the Board has determined that each director 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 currently 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. Merriman, is an independent director who has served on the Board for the last 14 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. The Board met eight times in fiscal 2025. Each of the then-serving directors attended, in person or virtually, at least 75% of the eight meetings of the Board and the meetings of the Board committees on which each director served during fiscal 2025. 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 but one of the then-serving directors attended the virtual 2024 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 our 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 |
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| • | 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. In identifying and considering candidates to serve on the Board, 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 diverse skills and experiences, such as an understanding of the retail industry, the haircare market, finance, accounting, marketing, technology, and international experience. The Nominating and Corporate Governance Committee expects every member of the Board and every director candidate to be able to act effectively on behalf of shareholders and stakeholders. All shareholder nominations must be accompanied by a candidate resume that addresses the extent to which the nominee meets the director qualification standards. Nominations will be considered only if we are currently seeking to fill an open director position. All nominations by shareholders should be sent to the Chair of the Nominating and Corporate Governance Committee, c/o Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2025, information concerning their annual and long-term compensation earned during such fiscal year.
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table
| Director Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Lockie Andrews | 70,000 | 68,000 | 138,000 | | Nancy Benacci | 83,043 | 68,000 | 151,043 | | David J. Grissen(3) | 24,538 | — | 24,538 | | Mark S. Light | 82,500 | 68,000 | 150,500 | | Susan Lintonsmith(4) | 32,278 | 63,434 | 95,712 | | Michael Mansbach | 70,000 | 68,000 | 138,000 | | Michael J. Merriman | 103,043 | 102,000 | 205,043 | | M. Ann Rhoades | 85,000 | 68,000 | 153,000 |
Fiscal 2025 Director Compensation Table
| 1 | Values expressed represent the aggregate grant date fair value of stock awards, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a description of the assumptions used in calculating these amounts. |
Fiscal 2025 Director Compensation Table
| 2 | Annual grants of RSUs were made to the directors on November 25, 2024. |
Fiscal 2025 Director Compensation Table
| 3 | Mr. Grissen’s service on the Board concluded at the 2024 annual meeting of shareholders. |
Fiscal 2025 Director Compensation Table
| 4 | Ms. Lintonsmith joined the Board effective January 15, 2025, and she received a pro-rated grant of RSUs on such date. |
Fiscal 2025 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, 2025:
Fiscal 2025 Director Compensation Table
| Director Name | Aggregate Stock Awards Outstanding as of 06/30/25 (#) | Aggregate Option Awards Outstanding as of 06/30/25 (#) | | Lockie Andrews | 3,200 | 4,500 | | Nancy Benacci | 3,200 | 2,182 | | David J. Grissen | — | — | | Mark S. Light | 3,200 | 4,500 | | Susan Lintonsmith | 2,752 | — | | Michael Mansbach | 3,200 | 4,500 | | Michael J. Merriman | 4,800 | 4,500 | | M. Ann Rhoades | 3,200 | 4,500 |
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 2025, the Compensation Committee set challenging annual incentive performance expectations related to achieving target Adjusted EBITDA and growing System Wide Sales (“SWS”). |
Compensation Philosophy
| • | The Compensation Committee also adopted the Cash LTIP in fiscal 2025, which is intended to reward achievement of the Company’s Adjusted EBITDA goals over a three year period. |
Compensation Philosophy
| • | Following shareholder approval of an increase in shares under our equity compensation plan in November 2024, the Compensation Committee approved the grant of RSUs to executives, the value of which will depend on our stock price at the time of vesting. |
Review of External Market Data
Review of External Market Data In fiscal 2025, 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 2025 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. Following the Compensation Committee’s general review of the compensation program for fiscal 2025, the Compensation Committee adopted the Cash LTIP to further strengthen the link between pay and performance. The Cash LTIP is described more fully under the heading “Long Term Incentive Decisions for Fiscal 2025” in the CD&A section of this Proxy Statement.
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 2025
Short Term Incentive Decisions for Fiscal 2025 The Compensation Committee determines the 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 2025, the Compensation Committee determined that Adjusted EBITDA (which excludes expenses for AIC and discretionary bonus payouts and stock-based compensation) and SWS would be the metrics for determining Short Term Plan payouts given the critical focus of the Company on achieving a target level of Adjusted EBITDA and growing top line revenue, which the Compensation Committee believes reflects the overall health of the core business. As a result of the acquisition of the Alline salons during the year, which was not expected when the original performance metrics were set, the Compensation Committee approved achievement of the metrics to neutralize for the impact of the Alline acquisition. As a result, in addition to excluding the AIC and discretionary bonus payouts and stock-based compensation expense, the EBITDA impact from the Alline acquisition was also excluded. Appendix A includes a reconciliation of GAAP net income to Adjusted EBITDA calculated for purposes of the AIC metric awards.
Short Term Incentive Decisions for Fiscal 2025
| Name | Target AIC (as a Percentage (%) of Salary) | Target AIC ($) | | Jim B. Lain | 70 | 297,500 | | Kersten D. Zupfer | 70 | 297,500 | | Matthew Doctor | 125 | 750,000 |
Short Term Incentive Decisions for Fiscal 2025
Following the end of fiscal 2025, in August 2025, the Compensation Committee evaluated the Company’s performance against the Adjusted EBITDA and SWS metrics, as described in further detail below.
Short Term Incentive Decisions for Fiscal 2025
| Performance Measure | Weighting(1) | Performance Goal(2) | Description | Award Multiplier | Actual Result | Achievement as a % of Total AIC Target | | Company Performance Goal (Adjusted EBITDA calculated as described above) | 80% of Total AIC | Threshold | Adjusted EBITDA less than $26.6 million | — | Adjusted EBITDA = $32.7 million | 76% | | | | Target | Adjusted EBITDA equal to $34.06 million | 100% | | | | | | Maximum | Adjusted EBITDA greater than $34.06 million | No Max | | | | SWS | 20% of Total AIC | Threshold | SWS less than $1.128 billion | — | SWS = $1.105 billion | 0% | | | | Target/Maximum | SWS greater than or equal to $1.145 billion | 100% | | |
Short Term Incentive Decisions for Fiscal 2025
| 1 | Weighting percentage is a percentage of the total AIC target. |
Short Term Incentive Decisions for Fiscal 2025
| 2 | EBITDA achievement multiplier to be determined as a percentage of EBITDA Target (dividing Actual EBITDA by Target EBITDA). For the SWS measure, if the measured amount achieved is between certain of the performance goals, the award multiplier will be determined through linear interpolation. |
Short Term Incentive Decisions for Fiscal 2025
Each executive received the respective payout set forth in the table to the right. These AIC payouts are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
Short Term Incentive Decisions for Fiscal 2025
| NEO | Calculated AIC % | Total AIC Payout ($) | | Jim B. Lain | 76% | 226,100 | | Kersten D. Zupfer | 76% | 226,100 | | Matthew Doctor | 76% | 570,000 |
Long Term Incentive Decisions for Fiscal 2025
Long Term Incentive Decisions for Fiscal 2025 Fiscal 2025 Equity Awards For fiscal 2025, the Compensation Committee determined to grant to Mr. Doctor an award of 16,500 RSUs and each of Mr. Lain and Ms. Zupfer an award of 5,400 RSUs. These awards are eligible to vest in equal installments on each of the first three annual anniversaries of the grant date. Adoption of Executive Long-Term Cash Incentive Plan In January 2025, the Board approved the Cash LTIP and individual awards under the Cash LTIP at the recommendation of the Compensation Committee. The Cash LTIP provides cash bonus opportunities to certain executives of the Company, including our executive officers, based on achievement of growth in the Company’s Adjusted EBITDA for the three-year period ending June 30, 2027 (the “Performance Period”). The Cash LTIP is designed to motivate certain executives to achieve performance metrics related to the Company’s Adjusted EBITDA in order to promote achievement of the Company’s long-term financial success. The Compensation Committee will administer the Cash LTIP and select participants to receive awards, which represent the participant’s right to a percentage of the excess of the Company’s Adjusted EBITDA, excluding incentive compensation expenses and adjusted for certain corporate transactions, over specified Adjusted EBITDA thresholds for each fiscal year during the Performance Period (the “Excess Amount”). The Compensation Committee may adjust the Adjusted EBITDA thresholds for each applicable fiscal year following the first fiscal year of the Performance Period. The Award Percentage was approximately 32% for Mr. Doctor, who previously served as the Company’s Chief Executive Officer, which amount was forfeited upon his resignation. The Award Percentage is approximately 11% for each other executive officer, including Mr. Lain and Ms. Zupfer. For participants who remain employed with the Company through the applicable dates, the participants’ percentage of the Excess Amount (the “Award Percentage”) will be multiplied by the Excess Amount. The amounts will accrue each fiscal year over the Performance Period and any accrued amounts will be paid in two equal installments on each of September 15, 2027 and July 14, 2028 (collectively, the “Payment Dates”). For purposes of determining the amount earned and accrued under the Cash LTIP for fiscal 2025, Adjusted EBITDA was calculated consistent with the calculation used for the AIC payouts. Generally, if a participant’s employment is terminated before one or both of the Payment Dates, the participant’s rights to any accrued but unpaid amount under the Cash LTIP will be forfeited. However, if a participant’s employment is terminated without “cause” or due to death or disability, the participant will receive a prorated or full award (depending on the time of termination) on the Payment Dates, based on actual performance during the Performance Period. In the event of a “change in control” during the Performance Period, achievement of EBITDA thresholds will be determined by the Compensation Committee in its discretion with reference to the Company’s most recent Adjusted EBITDA projection or budget. Any earned bonuses based on the foregoing will be paid within 60 days following the change in control. “Cause” and “change in control” are as defined in the amended and restated Regis Corporation 2018 Long Term Incentive Plan (the “2018 Plan”).
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. | | 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. |
Policies and Practices Related to the Grant of Equity Awards
Policies and Practices Related to the Grant of Equity Awards We do not have any formal policy that requires us to grant, or avoid granting, equity awards at certain times. Historically, the Compensation Committee approved the issuance of equity awards in connection with employee retention, annual compensation decisions at its first regular meeting of the year, and, when appropriate, in connection with the hire of an executive officer. At times, when NEO compensation decisions are made outside of the Company’s regular meetings, our Board and the Compensation Committee may approve equity awards for NEOs as needed. In certain cases, the Compensation Committee approves equity awards to be granted later when the trading window under the Company’s insider trading policy opens. As a result, in all cases, the timing of grants of equity awards, including SARs and stock options, occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation. During fiscal 2025, we did not award SARs or stock options to any of our NEOs.
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 2025 and the two other most highly compensated executive officers in fiscal 2025 who were still serving as such on June 30, 2025 (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, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation4 ($) | All Other Compensation5 ($) | Total ($) | | Jim B. Lain Interim President and Chief Executive Officer and Executive Vice President, Brand Operations – Supercuts and Cost Cutters(6) | 2025 | 425,000 | — | 121,500 | — | 359,812 | 40,183 | 946,495 | | Kersten D. Zupfer Executive Vice President and Chief Financial Officer | 2025 | 457,000 | 71,400 | 121,500 | — | 359,812 | 492 | 1,010,204 | | | 2024 | 457,000 | — | — | — | 264,775 | 328 | 722,103 | | Matthew Doctor Former President and Chief Executive Officer(7) | 2025 | 600,000 | — | 371,250 | — | 570,000 | 45,555 | 1,586,805 | | | 2024 | 600,000 | 532,500 | — | — | 667,500 | 42,007 | 1,842,007 |
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 2025 represents a discretionary acquisition recognition bonus for Ms. Zupfer for the critical role she played in the successful acquisition of Alline. |
Summary Compensation Table
| 3 | Values expressed represent the aggregate grant date fair value of stock awards, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a description of the assumptions used in calculating these amounts. |
Summary Compensation Table
| 4 | The amounts for fiscal 2025 represent (i) amounts earned pursuant to AIC awards under the Short Term Plan as described more fully under the heading “Short Term Incentive Decisions for Fiscal 2025” in the CD&A section of this Proxy Statement as follows: $226,100 for Mr. Lain; $226,100 for Ms. Zupfer; and $570,000 for Mr. Doctor; and (ii) amounts earned pursuant to the Cash LTIP as described more fully under the heading “Long Term Incentive Decisions for Fiscal 2025” in the CD&A section of this Proxy Statement for performance in fiscal 2025, to be paid in later years as follows: $133,712 for Mr. Lain and Ms. Zupfer. Mr. Doctor forfeited his Cash LTIP award upon his resignation of employment pursuant to the terms of the Cash LTIP. |
Summary Compensation Table
| 5 | The following table sets forth All Other Compensation amounts by type: |
Summary Compensation Table
| Name | Company Match and Profit- Sharing Contribution(a) ($) | Total All Other Compensation(b) ($) | | Jim B. Lain | 25,000 | 40,183 | | Kersten D. Zupfer | — | 492 | | Matthew Doctor | 25,000 | 45,555 |
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. Lain of $13,846 and Mr. Doctor of $19,043. |
Summary Compensation Table
| 6 | Mr. Lain was not an NEO for fiscal 2024 and served as Executive Vice President, Brand Operations – Supercuts and Cost Cutters of the Company for fiscal 2025. |
Summary Compensation Table
| 7 | Mr. Doctor served as President and Chief Executive Officer of the Company from May 5, 2022 to June 30, 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of June 30, 2025.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) | | Jim B. Lain | RSU | | | | | 5,400(1) | 121,500 | | | Stock Option | 3,749(2) | 1,876 | 30.40 | 8/26/2032 | | | | | Cash-settled SAR | 3,749(2) | 1,876 | 30.40 | 8/26/2032 | | | | | Stock Option | 5,000(3) | — | 55.20 | 11/5/2031 | | | | | Cash-settled SAR | 5,000(3) | — | 55.20 | 11/5/2031 | | | | Kersten D. Zupfer | RSU | | | | | 5,400(1) | 121,500 | | | Stock Option | 3,749(2) | 1,876 | 30.40 | 8/26/2032 | | | | | Cash-settled SAR | 3,749(2) | 1,876 | 30.40 | 8/26/2032 | | | | | Stock Option | 5,625(3) | — | 55.20 | 11/5/2031 | | | | | Cash-settled SAR | 5,625(3) | — | 55.20 | 11/5/2031 | | | | | Stock-settled SAR | 569(4) | — | 216.80 | 8/31/2025 | | | | | SPMP RSU | | | | | 1,263(5) | 29,049 | | Matthew Doctor(6) | RSU | | | | | 16,500(1) | 371,250 | | | Stock Option | 43,750(7) | — | 25.20 | 5/5/2032 | | | | | Stock Option | 5,625(3) | — | 55.20 | 11/5/2031 | | | | | Cash-settled SAR | 5,625(3) | — | 55.20 | 11/5/2031 | | |
Outstanding Equity Awards at Fiscal 2025 Year-End
| 1 | Award vests in equal installments on each of the first, second, and third anniversaries of the grant date, which was November 22, 2024. Mr. Doctor's award was forfeited upon termination of his employment on August 31, 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| 2 | 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 2025 Year-End
| 3 | 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 vested as to 60% of the shares on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| 4 | Award fully vested on August 31, 2018. |
Outstanding Equity Awards at Fiscal 2025 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 2025 Year-End
| 6 | In connection with termination of Mr. Doctor’s employment on August 31, 2025, following his resignation as President and Chief Executive Officer effective June 30, 2025, his unvested restricted stock units forfeited and his exercisable stock options and cash-settled SARs will expire on November 30, 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| 7 | Award vested as to 20% of the shares on the first anniversary of the grant date, which was May 5, 2022, and vested 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 2025 Year-End
The following table sets forth additional compensation information of our Chief Executive Officer (“CEO”), and our other NEOs (averaged), along with total shareholder return and net income performance results for fiscal years 2023, 2024, and 2025:
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(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) | | 2025 | 1,586,805 | 1,395,973 | 978,350 | 878,728 | 103 | 123,536 | | 2024 | 1,842,007 | 1,799,593 | 729,285 | 693,551 | 106 | 91,060 | | 2023 | 1,938,862 | 2,087,345 | 994,449 | 966,470 | 103 | (7,385) |
Outstanding Equity Awards at Fiscal 2025 Year-End
| 1 | Our NEOs were: |
Outstanding Equity Awards at Fiscal 2025 Year-End
| Year | CEO | Other NEOs | | 2025 | Matthew Doctor | Kersten D. Zupfer, Jim B. Lain | | 2024 | Matthew Doctor | Kersten D. Zupfer, John C. Davi | | 2023 | Matthew Doctor | Kersten D. Zupfer, John C. Davi |
Outstanding Equity Awards at Fiscal 2025 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 and our Other NEOs (as an average) is shown below: |
Outstanding Equity Awards at Fiscal 2025 Year-End
| | 2025 | | | Adjustments | CEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 1,586,805 | 978,350 | | (Subtraction): SCT amounts for Stock Awards and Option Awards | (371,250) | (121,500) | | Addition: Fair value at end of fiscal 2025 of awards granted during fiscal 2025 that are outstanding and unvested at the end of fiscal 2025 | 367,950 | 120,420 | | Addition (Subtraction): The difference between the fair value of awards from the end of fiscal 2024 to the end of fiscal 2025 which were granted in any fiscal year prior to fiscal 2025 that are outstanding and unvested at the end of fiscal 2025 | 0 | (11,769) | | Addition: Vesting date fair value of awards granted and vesting during fiscal 2025 | — | — | | Addition (Subtraction): The difference between the fair value of awards from the end of fiscal 2024 to the vesting date for awards granted in any fiscal year prior to fiscal 2025 for which vesting conditions were satisfied as of the end of fiscal 2025 | (187,532) | (86,773) | | (Subtraction): Fair value at end of fiscal 2024 of awards granted in any fiscal year prior to fiscal 2025 that fail to meet the applicable vesting conditions in fiscal 2025 | — | — | | Addition: Dividends or other earnings paid on stock or option awards in fiscal 2025 prior to vesting if not otherwise included in the SCT amount for fiscal 2025 | — | — | | Compensation Actually Paid (as calculated) | 1,395,973 | 878,728 |
Outstanding Equity Awards at Fiscal 2025 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, 2022 (the last trading day of fiscal 2022) 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, 2022, including reinvestment of any dividends. |
Compensation Actually Paid Versus Net Income (Loss)
Compensation Actually Paid Versus Net Income (Loss)