DEF 14A 1 ny20009447x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Regis Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LETTER FROM THE CHAIRMAN AND CEO

Dear Regis shareholders, employees, franchisees, vendors, and customers,

In our letter last year, we characterized fiscal 2022 as a year marked by new leadership, business transformation, progress, and the creation and implementation of a path forward. As we wrap up fiscal 2023, those themes played out and we are encouraged by the positive trends we have been seeing in our business and our progress towards our stated goals.

In fiscal 2023, we delivered both same-store-sales and adjusted EBITDA growth. We amended and extended our credit agreement, began the rollout of our new technology partner Zenoti’s platform, exponentially grew the field-based technical training team, hosted national stylist events, launched new marketing efforts, and further strengthened our relationship with and support for our franchisees.

We have made strong efforts over the last few years to stabilize our business, and those actions are reflected in our fiscal 2023 financial results, which delivered positive adjusted EBITDA¹ of $21 million in fiscal 2023, compared to an adjusted EBITDA¹ loss of $77 million two years ago in fiscal 2021. We are proud of the results we have achieved in what continues to be a challenging time for our industry, but recognize there is more work to be done. As we look towards the future, we will continue to be laser focused on growing our profitability and maximizing value for our stakeholders.

Thank you for your investment and continued support of Regis.

Sincerely,

David Grissen			Matthew Doctor
Chairman of the Board			President and Chief Executive Officer

1	Adjusted EBITDA is not a measure of net income or cash flows as determined by generally accepted accounting principles in the United States (“GAAP”). See the reconciliation to GAAP net loss in Appendix A.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Regis Corporation:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Regis Corporation (referred to as “we,” “us,” “our,” “Regis,” and the “Company”) will be held on October 24, 2023, commencing at 9:00 a.m. Central Time. The Annual Meeting will be conducted completely as a virtual meeting via the Internet at www.virtualshareholdermeeting.com/RGS2023. The purposes of the meeting are:
✔			To elect the eight directors listed in this Proxy Statement to serve for a one-year term and until their successors are elected and qualified;
✔			To approve, on an advisory basis, the compensation of our named executive officers (referred to as the “Say-on-Pay” proposal);
✔			To approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers (referred to as the “Say-on-Frequency” proposal);
✔			To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal 2024; and
✔			To transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Only holders of record of our common stock at the close of business on August 28, 2023 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. We are providing our proxy materials, which include our Notice and Proxy Statement and Annual Report, to such holders of record of our common stock beginning on or about September 11, 2023.
Whether or not you plan to participate in the Annual Meeting, please submit your proxy by telephone or through the Internet in accordance with the voting instructions provided to you. If you requested a paper copy of the proxy card by mail, you may also date, sign, and mail the proxy card in the postage-paid envelope that is provided with your proxy card. Should you nevertheless participate in the Annual Meeting, you may revoke your proxy and vote your shares electronically during the Annual Meeting.
If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from the record holder that you must follow in order for your shares to be voted. If you plan to vote your shares during the Annual Meeting, you will need the 16-digit control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

By Order of the Board of Directors,

Kersten D. Zupfer

Chief Financial Officer

September 11, 2023

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ELECTION OF DIRECTORS			1
Who We Are			2
How We Govern the Company			10
How We, the Directors, Are Governed			12
Our Board’s Committees			13
How Our Directors Are Paid			15
Fiscal 2023 Director Compensation Table			16
EXECUTIVE COMPENSATION			17
Compensation Discussion and Analysis			17
Background			17
Executive Summary			18
How We Design Executive Pay			19
Elements of the Executive Compensation Program in Fiscal 2023			21
Governance Policies and Additional Compensation-Related Items			25
Compensation Committee Report			27
Summary Compensation Table			28
Narrative Disclosure to Summary Compensation Table			29
Outstanding Equity Awards at Fiscal 2023 Year-End Table			35
PAY VERSUS PERFORMANCE			36
EQUITY COMPENSATION PLAN INFORMATION			38
ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			39
ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			40
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41
AUDIT COMMITTEE REPORT			42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			44
OTHER INFORMATION			45
2023 Annual Meeting of Shareholders			45
Voting Rights and Requirements			47
Proposals of Shareholders			47
Annual Report to Shareholders and Form 10-K			48
Notice of Internet Availability of Proxy Materials			48
General			48
APPENDIX A: NON-GAAP RECONCILIATION			49

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ITEM 1: ELECTION OF DIRECTORS

The Board unanimously recommends that you vote FOR the election of each of the director nominees below.

Eight directors are to be elected at the annual meeting of shareholders to be held on October 24, 2023 (the “Annual Meeting”), each to hold office for one year until the 2024 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of eight directors. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the eight persons named below for election as directors. Each of the Board’s nominees is standing for re-election by the shareholders at the Annual Meeting, and each nominee has consented to serve if elected.

Ms. Nancy Benacci is standing for election by shareholders for the first time at the Annual Meeting. Ms. Benacci was identified as a potential candidate for the Board by one of our non-employee directors.

In determining to nominate Messrs. David Grissen, Mark Light, and Michael Merriman and Ms. Ann Rhoades for re-election, the Board considered that Messrs. Grissen and Light had already served 10 years at the time of re-election, Mr. Merriman had already served 12 years at the time of re-election, and Ms. Rhoades was 78 years old and, therefore, all four directors were required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Grissen’s significant contributions to the Board, including his service as the Chairman of the Board and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Grissen for re-election. The Board considered Mr. Light’s significant contributions to the Board, including his service as the Chair of the Nominating and Corporate Governance Committee and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Light for re-election. The Board considered Mr. Merriman’s significant contributions to the Board, including his service as the Chair of the Audit Committee and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Merriman for re-election. The Board considered Ms. Rhoades’ significant contributions to the Board, including her service as the Chair of the Compensation Committee, her oversight of matters relating to the culture among the Company’s workforce and her continued high level of involvement with the Board and the Company, and determined to nominate Ms. Rhoades for re-election. In the case of all four of these directors the Board also considered the current state of the Company’s business and the involvement that each of these directors has in overseeing the execution of our current strategy of supporting our franchisees and determined that the organization would benefit from their continued service at this time.

If for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating and Corporate Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to the Company will be voted for such substitute nominees. If the Nominating and Corporate Governance Committee designates any substitute nominees, the Company will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by Securities and Exchange Commission (“SEC”) rules.

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ELECTION OF DIRECTORS

Who We Are
Lockie Andrews Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting Independent Director since 2021 Age: 50 Board committees • Audit • Nominating and Corporate Governance			Career Highlights
			• Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting, a boutique advisory firm specializing in growth marketing strategy and digital transformation in the retail, fashion, and direct-to-consumer space since May 2007, where she takes on short-term leadership roles within her clients’ organizations, including serving as: • Chief Growth Officer at Pura Vida, a jewelry retailer, from May 2022 to September 2022 • Head of eCommerce and Digital Operations at Party City, a vertically integrated retailer, from May 2021 to January 2022 • Chief Information Officer and Chief Digital Officer, UNTUCKit, an omnichannel retail brand, from 2018 to April 2021 • Previously served as an operating partner advisor to portfolio companies of Sun Capital, Marlin Equity, Brightwood Capital, and Shamrock Capital • Served in various leadership roles at Nora Gardner, Tadashi, Liz Claiborne (Kate Spade), and Alvarez & Marsal’s Retail Consulting Practice
			Skills / Experience
			• Experience assisting companies such as Nike, Lane Bryant, and ANINE BING in areas such as strategy, innovation, technology, digital marketing, analytics, revenue enhancement, and operational improvement • Led digital transformation efforts, including leveraging technology to enhance marketing, stores, ecommerce, supply chain, creative, analytics, finance, and operations • Led engagements in strategy, innovation, and capital-raising • Experience as an investment banker
			Education
			MBA, Harvard Business School BS, Finance, Georgetown University
			Also...
			Lockie serves as a Board Member of the National Academy of Design and she is also the fashion sector co-lead of the Harvard Business School Alumni Angels of NYC and co-VP of Programming at the Harvard Business School Club of New York. And, given her passion for the arts, Lockie joined the Friends of Education at the Museum of Modern Art of NYC to support artists from historically under-represented communities. Lockie has also served as an Advisory Board Member to The Beckway Group since 2021. Lockie founded Catalyst Cares, a nonprofit leveraging the arts to combat poverty and obesity among youth in low-income communities.
			Other Public Boards
			None

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ELECTION OF DIRECTORS


Nancy Benacci Former Head of Equity Research, KeyBanc Capital Markets Independent Director since 2023 Age: 68 Board committees • Audit, ACFE			Career Highlights
			• Head of Equity Research for KeyBanc Capital Markets, a subsidiary of KeyCorp, one of the nation’s largest bank-based financial services companies, from 2004 until her retirement in 2019. As Head of Equity Research, she directed a sell-side equity research group of more than 100 individuals covering 600 public companies in a variety of industries • Sell-side Analyst at KeyBanc Capital Markets, from 1989 through 2004, where she provided research coverage on companies in the property casualty and life insurance sectors • Started her investment career with National City Bank then moved to Eaton Corporation as an analyst and pension fund manager before joining KeyBanc Capital Markets in 1989
			Skills / Experience
			• Financial expertise and contributes valuable perspective on the investment analyst community and capital markets • Extensive leadership skills, including strategy development, revenue and market share growth and business transformation • Experienced in governance and compliance
			Education
			MBA, Case Western Reserve – Weatherhead School of Management BS, Business Administration, John Carroll University
			Also...
			Ms. Benacci is a Chartered Financial Analyst and is NACD Directorship Certified. She is certified in Cybersecurity Oversight by Carnegie Mellon University's Software Engineering Institute. She also serves on nonprofit boards benefiting cancer patients and student scholarships.
			Other Public Boards
			• Cincinnati Financial Corporation (2020 – present)

2023 PROXY STATEMENT | 3

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ELECTION OF DIRECTORS


Matthew Doctor President and Chief Executive Officer, Regis Corporation Director since 2022 Age: 36 Board committees • None			Career Highlights
			• President and Chief Executive Officer at Regis Corporation, since May 2022 • Interim Chief Executive Officer at Regis Corporation, from December 2021 to May 2022 • Executive Vice President, Chief Strategy Officer at Regis Corporation, from February 2021 to December 2021, prior to which he served as a consultant to Regis Corporation, since December 2020 • Partner and Chief Financial Officer for Kava Restaurants, a Tim Hortons® franchisee, from May 2018 to December 2020 • Held positions of increasing responsibility at Restaurant Brands International, a franchisor of Burger King®, Tim Hortons, and Popeyes^® restaurant companies, from June 2014 to April 2017 • Started career as investment banker at J.P. Morgan
			Skills / Experience
			• Leadership experience with franchise businesses (both as franchisor and franchisee), including expertise in strategy and brand development, unit count growth, finance, and operations • Finance experience as an investment banker
			Education
			BBA with Distinction, Emory University’s Goizueta Business School
			Also...
			Before joining Regis, Matt gained international work experience in Asia, Europe, and Canada, when he led mergers and acquisitions for Burger King and development efforts for Tim Hortons. During his international travels, Matt had the opportunity to explore many countries and immerse himself in its culture, history/heritage, and food.
			Other Public Boards
			None

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ELECTION OF DIRECTORS


David J. Grissen Former Group President, Americas, Marriott International, Inc. Independent Director since 2013 Chair of the Board Age: 66 Board committees • Audit, ACFE • Nominating and Corporate Governance			Career Highlights
			• Joined Marriott International, Inc., a global operator of hotels and related lodging facilities, in 1986 with his most recent role being Group President, Americas from 2020 until his retirement in 2021 • Held various positions at Marriott including Group President, Group President, Americas, President, Americas, Executive Vice President of the Eastern Region, Senior Vice President of the Mid-Atlantic Region, and Senior Vice President of Finance and Business Development
			Skills / Experience
			• Leadership experience with a complex organization that includes franchised, managed, and owned operations • Building marketing platforms with multiple portfolio brands • Acquisitions and integration
			Education
			BA, Michigan State University MBA, Loyola University Chicago
			Also...
			David implemented the 4 Disciplines of Execution because he saw how employees understanding how their day-to-day activities relate to the company’s overall business results made them feel they were all working toward a common goal and they make a difference and have a voice. David, a long-time runner, served as Vice Chairman of Back On My Feet, a non-profit whose mission is helping the homeless via a structured running program.
			Other Public Boards
			• Chatham Lodging Trust (since 2021) Former • Good Times Restaurants Inc. (2005 – 2010)

2023 PROXY STATEMENT | 5

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ELECTION OF DIRECTORS


Mark S. Light Executive Chairman, Bedrock Manufacturing Independent Director since 2013 Age: 61 Board committees • Compensation • Nominating and Corporate Governance, Chair			Career Highlights
			• In 1978, joined Signet Jewelers, the world’s largest retailer of diamond jewelry (with over 3,500 stores including Kay Jewelers, Zales, Jared The Galleria of Jewelry, H. Samuel, Ernest Jones, Peoples, and Piercing Pagoda) operating in North America and the United Kingdom • Chief Executive Officer and Director of Signet Jewelers from November 2014 until his retirement in July 2017 • Held various management positions while at Sterling Jewelers, Signet’s main US business, including President and Chief Operating Officer, Executive Vice President of Operations, and Division President
			Skills / Experience
			• Led an international sales team to deliver a superior customer experience • Led the development of start-up retail jewelry brand, Jared the Galleria of Jewelry to over $1 billion in annual revenue in 2017 • Led and managed many acquisitions while integrating synergies • Led in the acquisition and integration of a large diamond-cutting factory in Botswana, Africa • Led in the development of several exclusive international jewelry product brands such as Open Hearts by Jane Seymour, Neil Lane Bridal, and the Ever Us Two Stone collection to name a few
			Education
			Kent State University and Ohio University
			Also...
			When Mark became Head of Sterling, he oversaw a tripling of the unit’s sales. In his time at Signet, he oversaw a successful acquisition and integration of Zales, expanded its outlet channel by acquiring Ultra, made significant progress on the company’s OmniChannel strategy, realigned the organization structure, and re-engineered and stabilized its ecommerce platform. Mark is the Chairman of the Board of Directors of Bedrock Manufacturing, which is the parent of two iconic American brands, Shinola and Filson.
			Other Public Boards
			Former • Signet Jewelers Limited (2014 – 2017)

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ELECTION OF DIRECTORS


Michael Mansbach Founder of Granite Stairway Advisors LLC Independent Director since 2021 Age: 55 Board committees • Compensation			Career Highlights
			• Founder of Granite Stairway Advisors LLC, an executive consulting services firm, since July 2020 • Co-founder and partner of Apex Perspectives, LLC, a consulting firm, from June 2020 to February 2023 • President, MINDBODY, Inc., a technology platform for the fitness, beauty, and wellness service industries, from June 2017 until its acquisition by Vista Equity Partners in April 2019 • President, Blue Jeans Network, Inc., a cloud-based video communications company, from November 2015 to February 2017 • President, PunchTab, Inc., an engagement and insights platform, from September 2014 until its acquisition by Walmart Labs in September 2015 • Senior management positions at Citrix, a business mobility and security software firm, from November 2004 to April 2014
			Skills / Experience
			• Expertise in creating global scale, building connected teams, market category leadership, and enterprise value • Revenue growth and retention, go-to-market strategy, M&A, debt/cash/budget management, product strategy and marketing, sales strategy and process, demand generation, market positioning, international expansion, and leadership development • Senior marketing positions at SeeBeyond and SeeCommerce
			Education
			MA, International Economics, European Area Studies, The Johns Hopkins University – Paul H. Nitze School of Advanced International Studies
			Also...
			Mike is passionate about helping kids understand the power of giving. His family has developed an annual fundraiser partnering with the Santa Barbara Triathlon for the Foodbank of Santa Barbara County to raise awareness of hunger issues facing children. He also developed and launched the Saturday Family Day program targeting youth volunteers. To date, 1,000+ children have participated.
			Other Public Boards
			None

2023 PROXY STATEMENT | 7

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ELECTION OF DIRECTORS


Michael J. Merriman Consumer Products Consultant Independent Director since 2011 Age: 67 Board committees • Audit, ACFE, Chair • Compensation			Career Highlights
			• Consumer Products Consultant, since 2008 • Operating Advisor at Resilience Capital Partners, LLC, a private equity firm, from 2008 to 2017 • Chief Executive Officer, The Lamson & Sessions Co., from November 2006 until sale in November 2007 • SVP & Chief Financial Officer, American Greetings Corporation, from September 2005 to November 2006 • President & CEO, Royal Appliance Mfg. Co., from 1995 to 2004 • Chief Financial Officer, Royal Appliance Mfg. Co., from 1992 to 1995 • Audit Partner, Arthur Andersen & Co., from 1990 to 1992
			Skills / Experience
			• Public company CEO leadership experience • Consumer product sales and marketing direct to consumer, as well as to big box retailers including Walmart • M&A experience including the sale of both public and private companies • Public accounting experience
			Education
			BS, Business Administration, John Carroll University
			ALSO...
			Michael was named CEO of Royal Appliance Manufacturing at 39, after joining the company as CFO three years earlier.
			Other Public Boards
			• Nordson Corporation (since 2008), Chairman of the Board (since February 2018), Audit Committee Chair (2012 – 2018)
			Former
			• OMNOVA Solutions Inc. (2008 – 2020), Nominating & Corporate Governance Committee Chair • Invacare Corporation (2014 – 2018, 2022 – 2023) • American Greetings Corporation (2006 – 2013) • RC2 Corporation (2004 – 2011)

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ELECTION OF DIRECTORS


M. Ann Rhoades President, People Ink, Inc. Independent Director since 2015 Age: 78 Board committees • Audit • Compensation, Chair			Career Highlights
			• President, People Ink, Inc., a human resources consulting firm, since 1999 • Executive Vice President, People, JetBlue Airways, from 1999 to 2002 • Executive Vice President, Team Services, Promus Hotel/DoubleTree Hotels Corporation, from 1995 to 1999 • Vice President, People, Southwest Airlines, from 1989 to 1995
			Skills / Experience
			• Human resources experience • Consumer experience
			EDUCATION
			MBA, The University of New Mexico
			ALSO...
			Ann built a hiring model to get high-performance outcomes based in hiring according to values that helped create JetBlue and Southwest Airlines’ well-regarded cultures. Author of Built on Values, Creating an Enviable Culture That Outperforms the Competition. Flew in an F-16 at 9.1Gs.
			Other Public Boards
			• Nexphase Capital (since 2015)
			Former • JetBlue Airways (2001 – 2015), Compensation Committee Chair • P.F. Chang’s China Bistro, Inc. (2003 – 2012), Compensation Committee Chair • Restoration Hardware (1999 – 2001, 2005 – 2009)

2023 PROXY STATEMENT | 9

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How We Govern the Company

We believe that how we govern ourselves is as important as the corporate governance that sets guidance and parameters for the Company more generally. This is a summary of some of our key Board governance provisions. More information can be found on our website at www.regiscorp.com, and in the next section summarizing some of the key provisions that apply more broadly to the Company. Our compensation governance provisions can be found in the Compensation Discussion and Analysis section of this Proxy Statement.

All our directors, except our President and Chief Executive Officer, are independent. We provide a description of the Board’s independence standards below. Under these standards, the Board has determined that each director, with the exception of Mr. Doctor, our President and Chief Executive Officer, is independent. Accordingly, a supermajority of our Board is independent.

Leadership Structure of the Company. The Board elects the Chair of the Board and the Chief Executive Officer, and it has determined that these two roles should be held by separate individuals to enhance the Board’s oversight of management and to allow the Chief Executive Officer to focus primarily on management responsibilities. Our current Board leadership structure provides effective and independent oversight of management and the Company.

We have an independent Chair of the Board. The Chair of the Board, Mr. Grissen, is an independent director who has served on the Board for the last 10 years.

All our directors stand for election every year.

Special meetings. Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting of shareholders.

Board and Board committee meeting attendance. Each of the then-serving directors attended, in person or virtually, at least 75% of the seven meetings of the Board and the meetings of the Board committees on which each director served during the fiscal year ended June 30, 2023.

Annual meeting attendance. The Board does not have a formal policy relating to Board members’ attendance at annual shareholder meetings. Our directors are, however, encouraged to attend these meetings and all of the then-serving directors attended the virtual 2022 annual shareholders meeting.

The Board has a majority voting standard. Incumbent directors who do not receive a majority of votes cast must tender their resignation to the Board for review. Our Corporate Governance Guidelines further provide that if the Board decides not to accept a director’s resignation in such circumstances, then it will disclose its reasons.

Director stock ownership. Our directors are required to hold all common stock they receive as part of their Board compensation until they cease to serve as directors.

Age and tenure provisions. Our Corporate Governance Guidelines contain both age and tenure provisions.

Overboarding. Our Corporate Governance Guidelines contain provisions related to limiting its directors’ service on other boards of directors.

Director evaluations. Our Corporate Governance Guidelines contain provisions requiring annual Board evaluations.

Director orientation and education. Directors receive orientation overseen by the Board and the Nominating and Corporate Governance Committee and are supported in obtaining continuing director education.

Executive sessions. Our Board has a policy of conducting executive sessions of the independent directors in connection with each regularly scheduled Board meeting.

Communicating with the Board. Our directors value and seek input from a wide variety of sources to inform their work and provide shareholders the opportunity to communicate with them directly. Our directors especially value input from shareholders who have a financial stake in the caliber of their input and who work in settings likely to provide access to interesting insights. Shareholders and other interested parties who wish to contact the Board, any individual director, or the independent directors as a group, are welcome to do so by writing to our Chief Financial Officer at the following address: Regis Corporation,

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How We Govern the Company

3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416. Comments or questions regarding our accounting, internal controls, or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee.

The Board’s role in risk oversight. One of the key responsibilities of the Board is to develop a strategic direction for the Company and to provide management oversight for the execution of that strategy. The Board regularly reviews information regarding the Company’s financial, strategic, and operational issues, as well as the risks associated with each. The Board also oversees the Company’s Data Security Incident Response Plan, which serves as a Company-wide guide to facilitate a systematic response to security incidents and is designed to prevent or minimize disruption of critical information systems, to minimize loss or theft of sensitive or critical information, and to quickly and efficiently remediate and recover from security events. While the Board has overall responsibility for risk management, each of the Board committees has supporting responsibility for risk management and makes periodic updates to the full Board. Their specific areas of responsibility are:

•

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.

•	The Compensation Committee is responsible for overseeing our executive compensation programs and reviewing risks relating to our overall compensation plans and arrangements.

•	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.

•

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.

Director Independence. With the adoption of our Corporate Governance Guidelines, the Board established independence standards in accordance with the requirements of the NYSE corporate governance rules. To be considered independent under the NYSE rules, the Board must affirmatively determine that a director or director nominee does not have a material relationship with us (directly, or as a partner, shareholder, or officer of an organization that has a relationship with us). In addition, no director or director nominee may be deemed independent if the director or director nominee has in the past three years:

•	Received (or whose immediate family member has received) more than $120,000 per year in direct compensation from us, other than director or committee fees;

•	Been an employee of ours;

•	Had an immediate family member who was an executive officer of ours;

•	Been (or whose immediate family member has been) an affiliate or employee of a present or former internal or independent auditor of ours;

•	Been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee within the past three years has included a present executive officer of ours; or

•

Is currently an employee or executive officer (or has an immediate family member who is an executive officer) of another company that makes payments to us, or receives payments from us, for property or services in an amount that, in any single fiscal year, exceeds the greater of $1.0 million or 2% of such other company’s consolidated gross revenues.

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

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How We, the Directors, Are Governed

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:

•	High professional and personal ethics and values;

•	A strong record of significant leadership and meaningful accomplishments in his or her field;

•	Broad experience;

•	The ability to think strategically;

•	Sufficient time to carry out the duties of Board membership; and

•	A commitment to enhancing shareholder value and representing the interests of all shareholders.

Candidates are evaluated based on these qualification standards and the current needs of the Board, with due consideration to the requirement of our Corporate Governance Guidelines and New York Stock Exchange (“NYSE”) and SEC regulations that at least a majority of the Board consists of independent directors. In addition, when considering nominees to the Board and in evaluating the composition of the Board as a whole, the Nominating and Corporate Governance Committee considers the value of diversity.

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 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 500, Minneapolis, Minnesota 55416.

How We, the Directors, Are Governed

Our corporate governance provisions that relate to our Board are summarized in the preceding section. Our compensation governance provisions are summarized in the Compensation Discussion and Analysis section of this Proxy Statement. Our Corporate Governance Guidelines are posted on our website at www.regiscorp.com. This information is also available in printed form free of charge to any shareholder who requests it by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416.

Code of Business Conduct and Ethics. The Board has adopted the Code of Ethics, which applies to all our employees, directors, and officers, including our President and Chief Executive Officer, Chief Financial Officer, Controller, and other senior financial officers. The Code of Ethics, as applied to our principal financial officers, constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of business conduct and ethics” within the meaning of the listing standards of the NYSE. The Code of Ethics is posted on our website at www.regiscorp.com. The Code of Ethics is also available in printed form free of charge to any shareholder who requests it by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416. We intend to promptly disclose future amendments to certain provisions of the Code of Ethics and any waivers of provisions of the Code of Ethics that are required to be disclosed under the rules of the SEC or under the listing standards of the NYSE, at the same location on our website.

Related Party Transactions. Our Board has adopted a Related Party Transaction Approval Policy requiring approval of all related party transactions for amounts exceeding $10,000 for the fiscal year. We did not have any related party transactions during fiscal 2023.

Complaint/hotline procedures. The Audit Committee Complaint Procedures, which are posted on our website at www.regiscorp.com, provide for the publication of a toll-free number and mailing address for complaints to be submitted to the Audit Committee.

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Our Board’s Committees

The Board currently has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee; it disbanded the Technology Committee in fiscal 2023. The composition of the Board’s standing committees at fiscal year-end is set forth below.

Director Name	Audit	Compensation	Nominating and Corporate Governance
Lockie Andrews	■		■
Nancy Benacci	■ ACFE
Matthew Doctor
David J. Grissen	■ ACFE		■
Mark S. Light		■	■ CHAIR
Michael Mansbach		■
Michael J. Merriman	■ ACFE, CHAIR	■
M. Ann Rhoades	■	■ CHAIR
Meetings during fiscal 2023	4	7	7

ACFE = Audit Committee Financial Expert

CHAIR = Board Committee Chair

The Board has determined that all members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee qualify as independent directors as defined under the NYSE corporate governance rules.

The charters of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee may be viewed on our website at www.regiscorp.com under “Corporate Governance” on the “Investor Relations” page. The charters are also available in printed form free of charge to any shareholder who requests them by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416. The charters include information regarding the committees’ composition, purpose, and responsibilities.

Audit Committee

The Audit Committee assists the Board in discharging its oversight responsibility to the shareholders and investment community regarding: (i) the integrity of the Company’s financial statements and financial reporting processes; (ii) the Company’s internal accounting systems and financial and operational controls; (iii) the Company’s audit, accounting, and financial reporting processes; (iv) the engagement, qualifications, and independence of the independent auditor; (v) the performance of the Company’s internal audit activities; and (vi) compliance with the Company’s ethics programs, including the Code of Ethics, the whistle-blower policy, and legal and regulatory requirements.

In carrying out these duties, the Audit Committee maintains free and open communication among the Board, the independent auditor, and the Company’s management. The Audit Committee meets with management and the independent auditor at least quarterly, generally prior to the Company’s earnings releases to discuss the results of the independent auditor’s quarterly reviews and fiscal year-end audit.

The Board has determined that all members of the Audit Committee meet the NYSE definitions of independence and financial literacy for Audit Committee members. In addition, the Board has determined that each of Ms. Benacci, Mr. Grissen, and Mr. Merriman, each of whom is also an independent director, is an audit committee financial expert (“ACFE”) for purposes of the SEC rules and possesses accounting or related financial management expertise required by the NYSE. Members serving on the Audit Committee do not currently serve on the audit committees of more than three public companies.

Compensation Committee

The primary responsibilities of the Compensation Committee are to determine and approve, or to make recommendations to the Board with respect to, the compensation and benefits packages of the Company’s executives and to consider and to recommend incentive compensation and equity-based compensation plans. The Compensation Committee also reviews director

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Our Board’s Committees

compensation, oversees the evaluation of the Chief Executive Officer, and evaluates on an annual basis its own performance and the adequacy of its charter. Additional information about the responsibilities of the Compensation Committee is provided below in the Compensation Discussion and Analysis section of this Proxy Statement. The Board has determined that all members of the Compensation Committee meet the NYSE definition of independence applicable to Compensation Committee members.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee discharges the Board’s responsibilities related to general corporate governance, including Board organization, membership, and evaluation. The Nominating and Corporate Governance Committee also monitors Board qualifications and orientation of new directors, manages the annual Chief Executive Officer evaluation, reviews and resolves any director conflicts of interest, and presents qualified individuals for election to the Board. In addition, the Nominating and Corporate Governance Committee annually reviews the Corporate Governance Guidelines. It also reviews and approves, if appropriate, any related party transactions in accordance with the Company’s Related Party Transaction Approval Policy. Finally, the Nominating and Corporate Governance Committee oversees the evaluation of the performance of the Board and each standing committee of the Board. For further information regarding our director nomination process, see “Director Nomination Process” above.

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How Our Directors Are Paid

We designed our director compensation program to address the time, effort, expertise, and accountability required of active Board membership, with consideration given to industry comparisons of directors’ compensation. Our Board believes that annual compensation for non-employee directors should consist of both cash, to compensate directors for their service on the Board and its committees, and equity, to align the interests of directors and our shareholders. By vesting over time, equity awards also create an incentive for continued service on our Board.

Compensation of our directors is reviewed and determined by the Board on an annual basis. Employee directors do not receive any cash or other compensation for their services as directors. Each of the cash compensation and the equity compensation for non-employee directors who serve during only a portion of a fiscal year is pro-rated. In October 2022, for the fifth year in a row, the Board reviewed our director compensation and determined not to increase the compensation program for fiscal 2023, keeping the annual cash retainer amounts the same; however, to preserve shares under the 2018 Long Term Plan, it made certain changes to the annual equity awards granted to non-employee directors. The 2023 director compensation program is described below:

•	An annual cash retainer of $70,000, which is paid quarterly;

•	An annual cash retainer of $20,000, $15,000, $12,500, and $20,000 for the chairs of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Technology Committee, respectively;

•	An annual grant of 90,000 options to purchase shares of the Company’s common stock, which vests monthly over a period of one year and pays out when the director leaves the Board, generally granted on the date of the director’s election or re-election at the annual meeting of shareholders; and

•

An annual grant of 75,000 options to purchase shares of the Company’s common stock, payable to our independent Chair of the Board, which vests monthly over a period of one year and pays out when the Chair leaves the Board, generally granted on the date of the Chair’s re-election at the annual meeting of shareholder.

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Fiscal 2023 Director Compensation Table

The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2023, information concerning their annual and long-term compensation earned during such fiscal year.

Fiscal 2023 Director Compensation Table

Director Name	Fees Earned or Paid in Cash ($)	Option Awards^{1, 2} ($)	Total ($)
Lockie Andrews	70,000	117,900	187,900
Nancy Benacci³	11,731	44,952	56,683
David J. Grissen	70,000	216,150	286,150
Mark S. Light	82,500	117,900	200,400
Michael Mansbach	80,000	117,900	197,900
Michael J. Merriman	90,000	117,900	187,900
M. Ann Rhoades	85,000	117,900	202,900

Values expressed represent the aggregate grant date fair value of stock options granted during fiscal 2023, as computed in accordance with FASB ASC Topic 718 using a Monte Carlo valuation model. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 for a description of the assumptions used in calculating these amounts. Values end with rounding difference due to full number of shares at fair market value.

2	Annual grants of stock options were made to the directors on November 4, 2022.

3	Ms. Benacci joined the Board effective May 1, 2023, and she received a pro-rated annual grant of stock options on May 8, 2023.

The following table shows, for each of our current non-employee directors, the aggregate number of stock and option awards outstanding as of June 30, 2023:

Director Name	Aggregate Stock Awards Outstanding as of 06/30/23 (#)	Aggregate Option Awards Outstanding as of 06/30/23 (#)
Lockie Andrews	42,842	90,000
Nancy Benacci	—	43,643
David J. Grissen	155,192	165,000
Mark S. Light	100,647	90,000
Michael Mansbach	43,767	90,000
Michael J. Merriman	111,041	90,000
M. Ann Rhoades	89,151	90,000

For fiscal 2024, to preserve shares under the 2018 Long Term Plan, the Board determined to defer equity grants to non-employee directors until a later date.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Background

Our Company

At Regis, we exist to unleash the beauty of potential. We have defined four specific values and reciprocal behaviors that will drive our direction and actions:

•	Foster Trust. Create powerful relationships by acting with empathy and integrity.

•	Create Community. Connect and collaborate with all your partners. Share the challenges as much as you celebrate the wins.

•	Be Brave. Dream big and courageously challenge the status quo.

•	Own It. You are empowered. Take responsibility and own your role and your results.

These values are who we are, they’re why we are. We live by these values every single day via our employees, franchisees, stylists, brands, services, and products. Our brands, which include Supercuts, SmartStyle, Cost Cutters, Roosters, and First Choice Haircutters, are in the business of making people look and feel their best.

As of June 30, 2023, the Company franchised or owned 4,863 salons in North America and beyond, with only 68 Company-owned salons remaining.

We believe in creating a culture of striving for the best for our approximately 435 employees. That culture is also diverse and inclusive; approximately 85% of our employees are women, and approximately 67% of the Company’s leadership positions are held by women. Additionally, we enable hundreds of people to become small business owners through our franchise system.

Connecting with Our Franchisees

As we focus on supporting a fully franchised business model, we prioritized connecting with the one group of people core to our business: our franchisees. During fiscal 2023, we worked to improve our franchisees’ level of satisfaction with the value and support we provided to their businesses. We did so through expanding our train-the-trainer program, hosting in-salon education programs, launching new ad campaigns, dedicating resources to recruitment marketing to fill the stylist applicant pool, hosting in-person conferences, and more fully utilizing the Zenoti platform to engage with additional customers and to gain access to improved business analytics. We also worked to increase sales across our franchise system by implementing initiatives to increase stylist applications, increase stylist hours, and improve customer retention. In addition, we improved the structure of our field-based operations team, which provides additional support to our franchisees, and we kicked off Education Destination events, where we shared our best practices through management-style classes and heard from our franchisees so we can better support them.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Named Executive Officers

The Compensation Discussion and Analysis (the “CD&A”) section of this Proxy Statement will provide you with information concerning the basic objectives, principles, decisions, material elements, processes, amounts, and rationale underlying the compensation of our Named Executive Officers (“NEOs”). As a “smaller reporting company” under the rules of SEC, we are taking advantage of certain scaled disclosure rules, including reduced disclosure obligations regarding the compensation of our NEOs. For fiscal 2023, our NEOs are:

Name	Title	Period of Employment
Matthew Doctor	President and Chief Executive Officer	February 2021 – present
Kersten D. Zupfer	Executive Vice President and Chief Financial Officer	February 2007 – present
John C. Davi	Executive Vice President and Chief Digital Officer	October 2021 – present

Executive Summary

Our Executive Pay Plan

Our fiscal 2023 compensation plan includes three main components: base salary, short-term incentives, and long-term incentives.

The cash elements of our fiscal 2023 compensation plan include:

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

In fiscal 2023, we granted equity awards to our executives, with the exception of our President and Chief Executive Officer, which were delivered half in the form of stock options and half in the form of cash-settled stock appreciation rights and were structured to compensate leaders only to the extent our shareholders benefited through stock price appreciation. These awards vest in equal installments on each of the first three annual anniversaries of the date of grant.

Information about changes to our long-term incentive plan that were approved subsequent to fiscal 2023 are described below.

Our 2022 Say-on-Pay Vote Result

At our 2022 annual meeting of shareholders, shareholders holding approximately 96% of the votes cast on our say-on-pay proposal voted in favor of our executive compensation program.

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COMPENSATION DISCUSSION AND ANALYSIS

How We Design Executive Pay

Compensation Philosophy

Our executive compensation programs are based on our belief that attracting, retaining, and motivating talented executives is critical to the maintenance of our competitive advantage in the haircare industry and to the achievement of the business goals set by the Board. Accordingly, our executive compensation programs are designed to reward executives for achieving our financial and business goals, while also aligning our executives’ interests with those of our shareholders.

The Compensation Committee has adopted a compensation philosophy that centers on the following guiding principles:

Generally target total direct compensation at market rates, with the following considerations:

•	Achieving our desired competitive position will occur over time and will consider not only the total program value, but also the reward vehicles that are used (i.e., performance-based incentives versus fixed benefits).

•	Moving toward the market median will consider our size and performance relative to our peer group (noted below) to ensure that targeted compensation is appropriately calibrated and that realizable compensation is consistent with absolute and relative performance.

Specific to 2023, most of our executives were relatively new to Regis, and their compensatory arrangements were set, in part, based on our negotiations with each executive, taking into account the executive’s experience and the compensation level required for us to attract them to join Regis. However, the compensation philosophy described above will generally apply to annual adjustments to these executives’ compensation going forward.

Align with shareholder interests by designing a compensation portfolio that pays for performance.

•

For fiscal 2023, the Compensation Committee set challenging annual incentive performance expectations related to our operations as a fully franchised model, including achieving target Adjusted EBITDA, improving sales, standardizing the Zenoti platform across the franchise system, and increasing franchisee and employee engagement.

The Compensation Committee also recognizes the need to remain flexible to address particular circumstances as they arise so that we can remain competitive in retaining talent and to incentivize executives to achieve our current strategic objectives.

Review of External Market Data

The Compensation Committee considers compensation in the external market as one factor in its executive compensation decisions, examining both relevant broad retail industry data and data from a group of companies it considers representative of its competitors for executive talent. At the beginning of fiscal 2023, with the assistance of its independent compensation consultant, Pay Governance LLC (“Pay Governance”), the Compensation Committee considered pay level and practices information derived from the following set of peer companies:

Biglari Holdings Inc.	El Pollo Loco Holdings, Inc.	Planet Fitness, Inc.
Bloomin’ Brands, Inc.	Franchise Group, Inc.	Ruth’s Hospitality Group, Inc.
Carriage Services Inc.	Guess?, Inc.	Select Interior Concepts, Inc.
Del Taco Restaurants, Inc.	Jack in the Box Inc.	StoneMor Inc.
Denny’s Corporation	Lifevantage Corporation	The Wendy’s Company
Dine Brands Global, Inc.	Nature’s Sunshine Products, Inc.	Winmark Corporation
e.l.f. Beauty, Inc.	OneSpaWorld Holdings Limited

In fiscal 2023, the Compensation Committee approved compensation levels for all executives, including Mr. Doctor, our President and Chief Executive Officer, and did not make routine changes to base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not benchmark our fiscal 2023 executive compensation against our peer group or the broader market.

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COMPENSATION DISCUSSION AND ANALYSIS

Role of the Compensation Committee

The Compensation Committee is charged with developing and administering the base salary, annual and long-term incentives, and benefit programs for our executives. Our annual cash incentive program is typically referred to as our “bonus” program, and the bonus payments are generally reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table of this Proxy Statement. In developing our compensation programs, a basic objective for the Compensation Committee was that the total compensation awarded to the NEOs be fair, reasonable, and competitive in relation to the median compensation for similar positions within our peer group, as identified above, as well as in the broader retail market. This objective is consistent with our executive pay philosophy.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to the compensation of our executives. Accordingly, the primary duties and responsibilities of the Compensation Committee are:

•	to determine and approve, or make recommendations to the Board with respect to, the compensation of all executives; and

•	to consider and recommend the structure of, and changes to, our incentive compensation, equity-based plans, and benefit programs.

Role of Executive Officers in Compensation Decisions

Our President and Chief Executive Officer furnishes his input to the Compensation Committee regarding the compensation of the Company’s executives, including the other NEOs, and he may be present during deliberations and voting on the other executives’ compensation. However, our President and Chief Executive Officer is not present during deliberations and voting regarding his own compensation or during other executive sessions of the Compensation Committee.

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.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of the Executive Compensation Program

in Fiscal 2023

Base Salary Decisions for Fiscal 2023

The Compensation Committee did not modify our NEOs’ base salaries for fiscal 2023, which were consistent with fiscal 2022 base salaries, except that, in July 2022, Mr. Davi’s base salary was increased from $350,000 to $425,000 to align with his increased level of responsibilities associated with his transition from the position of Chief Technology Officer to Chief Digital Officer.

As a result, base salaries for our NEOs for fiscal 2023 were as follows:

Name	Base Salary at June 30, 2022 (Annualized) ($)	Base Salary at June 30, 2023 (Annualized) ($)	Increase/(Decrease) (%)
Matthew Doctor	600,000	600,000	—
Kersten D. Zupfer	425,000	425,000	—
John C. Davi	350,000	425,000	21.4

Short Term Incentive Decisions for Fiscal 2023

The Compensation Committee determines the annual incentive compensation (“AIC”) payouts each year in accordance with our Short Term Incentive Plan (“Short Term Plan”).

The Compensation Committee annually selects AIC metrics for the Short Term Plan that align executives’ incentives with our strategic objectives. For fiscal 2023, the Compensation Committee set Company performance metrics tied to target Adjusted EBITDA (which excludes AIC and any discretionary bonus payouts) and key initiatives related to the Company’s on-going performance. The Adjusted EBITDA performance metric was weighted at 30% of the Short Term Plan payout and the key initiative performance metrics were weighted, collectively, at 70% of the Short Term Plan payout.

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

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COMPENSATION DISCUSSION AND ANALYSIS

Following the end of fiscal 2023, in August 2023, the Compensation Committee evaluated the executives’ performance against the AIC metrics, as described in further detail below. The table below reflects the AIC metrics initially set for all the NEOs that remained in effect as of the end of the fiscal year, and the level of achievement of such metrics.

Company Performance Goal (Adjusted EBITDA excluding AIC and discretionary bonus payouts)

30% of Total AIC

Threshold

Adjusted EBITDA of no less than $16.0 million (excluding AIC and any discretionary bonus payouts)

—

Adjusted EBITDA = $24.0 million (125% of target for this metric)

37.5%

Target

Adjusted EBITDA of no less than $18.2 million (excluding AIC and any discretionary bonus payouts)

100%

Maximum

Adjusted EBITDA of at least $22.5 million (excluding AIC and any discretionary bonus payouts)

125%

Increase Sales (System Wide Sales)

14% of Total AIC

Threshold/ Target/ Maximum

Increase system wide sales by a specified threshold, target or maximum level for salons open as of June 30, 2022

Up to 200%

Threshold not met

Increase Sales (Stylist Hours)

8.75% of Total AIC

Threshold/ Target/ Maximum

Increase average stylist hours per salon by a certain number of hours per day, per salon

Up to 200%

20.9% of target for this metric

1.8%

Increase Sales (Applications)

3.5% of Total AIC

Threshold/ Target

Increase applications through recruitment platform by at least 10%

100%

100% of target for this metric

3.5%

Increase Sales (Customer Retention)

8.75% of Total AIC

Threshold/ Target/ Maximum

Improve 90-day customer retention rate by a certain level

Up to 150%

59.5% of target for this metric

5.2%

Migrate Franchisees to Technology Platform

17.5% of Total AIC

Threshold/ Target

Secure certain level of migration payments

Up to 100%

Threshold not met

Improve Franchisee Ratings of Support (Non-Technical Education Departments)

7.9% of Total AIC

Threshold/ Target

Increase franchisee ratings of support from Marketing, Field Operations, Learning & Development, and Technology departments to a certain level

Up to 100%

89.5% of target for this metric

Improve Franchisee Ratings of Support (Technical Education Department)

2.6% of Total AIC

Threshold/ Target

Increase franchisee ratings of support from the Technical Education department to a certain level

Up to 100%

100% of target for this metric

2.6%

Improve Employee Survey Results

7% of Total AIC

Threshold

Improve results from an employee engagement survey by at least 5%

—

16.7% of target for this metric

1.2%

Target

Improve results from an employee engagement survey by at least 10%

100%

1	Weighting percentage is a percentage of the total AIC target.

2	If the measured amount achieved is between certain of the performance goals, the award multiplier will be determined through linear interpolation.

Each executive received the respective payout set forth in the table to the right. In each case, the Compensation Committee’s determinations were subject to the audit of the Company’s annual financial statements. These AIC payouts are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

NEO	Calculated AIC %	Total AIC Payout ($)
Matthew Doctor	58.8	441,000
Kersten D. Zupfer	58.8	174,930
John C. Davi	58.8	174,930

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COMPENSATION DISCUSSION AND ANALYSIS

Long Term Incentive Decisions for Fiscal 2023

Fiscal 2023 Annual Equity Awards

For fiscal 2023, the Compensation Committee determined to grant to each of Ms. Zupfer and Mr. Davi an award of 112,500 cash-settled Stock Appreciation Rights (“SARs”) and 112,500 options to purchase shares of the Company’s common stock. These awards are eligible to vest in equal installments on each of the first three annual anniversaries of the grant date. Each SAR and stock option has a per share exercise price equal to the closing price per share of the Company’s common stock on the date of grant and a term of 10 years.

Because Mr. Doctor had previously received an award of 875,000 stock options in May 2022 (as described in more detail below), the Compensation Committee determined that Mr. Doctor would not receive an annual long-term equity grant in fiscal 2023.

Termination of the Stock Purchase and Matching RSU Program

In August 2022, the Compensation Committee determined to discontinue the prior Stock Purchase and Matching RSU Program (“SPMP”), under which our executives and other eligible employee participants were able to elect to contribute up to half of their earned annual bonus under the Short Term Plan to purchase shares of our common stock and the Company would provide a matching grant of RSUs with a value equal to up to 200% of their contribution to the plan (before deducting any related or normalized tax withholding). The SPMP was designed as a longer-term program, and the termination of this program provided the Compensation Committee with more flexibility to adjust long-term incentives annually in alignment with the circumstances for each fiscal year.

Other Compensatory Decisions Applicable to Fiscal 2023

Upon consultation with its independent compensation consultant, the Compensation Committee made certain other compensation decisions for fiscal 2023 as follows.

One-Time Cash Bonuses

In August 2023, the Compensation Committee determined that it was appropriate to pay one-time cash bonuses to all NEOs at a rate equal to 21.2% of the target AIC payout under the Short Term Plan. The Compensation Committee determined to award these cash bonuses due to the Company’s over performance on the Adjusted EBITDA metric. In making this determination, the Compensation Committee acknowledged that despite missed achievements within some operational performance goals, the Company exceeded the maximum target set for the Adjusted EBITDA goal by approximately $1.5 million as a result of the Company’s reduced cost structure during fiscal 2023. These cash bonuses are reported in the Summary Compensation Table under the “Bonus” column.

ReFi Achievement Bonus

In connection with Mr. Doctor’s appointment as President and Chief Executive Officer of the Company in May 2022, the Compensation Committee approved a bonus of $600,000 to be payable in fiscal 2023, the payout of which was contingent upon the occurrence of either a refinancing of the Company’s current bank loan with a third party or obtaining a minimum extension of 24 months with the current bank. In August 2022, the Company closed on a transaction that provided for an amendment of the Company’s existing credit agreement and an extension of the maturity for more than 24 months. This achievement bonus is reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

ReFi Recognition Bonuses

The Compensation Committee approved discretionary bonuses in the amount of $100,000 to be paid to each of Mr. Doctor and Ms. Zupfer in fiscal 2023 in recognition of their outstanding contributions toward closing on a transaction to amend and extend the Company’s credit agreement in August 2022. These recognition bonuses are reported in the Summary Compensation Table under the “Bonus” column.

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COMPENSATION DISCUSSION AND ANALYSIS

Adoption of the Amended and Restated Senior Executive Severance Policy

The Compensation Committee approved an Amended and Restated Senior Executive Severance Policy, effective beginning in fiscal 2023, which reduces the bonus component of the severance payout for participants who experience a qualifying termination within the first nine months of a fiscal year.

Other Outstanding Awards

From time to time, the Compensation Committee may also make equity grants in other circumstances, such as to recruit new executive talent, upon the promotion of an executive, and to retain key individuals. In the past, we made a significant number of changes to our executive team and granted these individuals equity awards as an inducement. The awards described below were granted prior to the most recently completed fiscal year and remained outstanding as of June 30, 2023 and are also reflected in the Outstanding Equity Awards table below.

•	In May 2022, the Compensation Committee granted an equity award to Mr. Doctor, with such award having the same terms as the other awards granted to NEOs in fiscal 2022, to align his level of equity incentives with his increased level of responsibility;

•	In November 2021, the Compensation Committee granted equity awards to each of Mr. Doctor, Ms. Zupfer, and Mr. Davi, with such awards having the same terms as the other awards granted to NEOs in fiscal 2022, to align their level of equity incentives with their increased levels of responsibility; and

•	In November 2019, the Compensation Committee granted an equity award to Ms. Zupfer, with such award having the same terms as the other awards granted to NEOs in fiscal 2021, to align her level of equity incentives with her increased level of responsibility.

In addition, Ms. Zupfer has outstanding equity awards that were granted prior to fiscal 2019 under our legacy executive pay programs.

PSUs with 2020-2022 Performance Period

In fiscal 2019, we granted to Ms. Zupfer PSUs that had a three-year performance period with performance accessed as of November 11, 2022. The fiscal 2019 PSUs performance measure was end-of-period share price, meaning the volume-weighted average closing price of the Company’s common stock across the 50 trading days that ended November 11, 2022. In order for the PSUs to be earned, the end-of-period share price needed to equal or exceed $25.82. However, the end-of-period share price threshold was not achieved and the PSUs did not vest.

Benefits

Consistent with our current compensation philosophy, we provide benefits that align with the market median and with current market practices. The benefits we provided to our NEOs in fiscal 2023 are summarized in the footnotes to the Summary Compensation Table in this Proxy Statement or are otherwise reported in the accompanying tables, including footnotes. Current benefits for our NEOs include core benefits available to all full-time employees (e.g., coverage for medical, dental, prescription drugs, basic life insurance, and long-term disability coverage).

Key Compensatory Decisions Applicable to Fiscal 2024

Subsequent to fiscal 2023, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2024. The Compensation Committee is continuing to evaluate compensation adjustments for fiscal 2024, but does not expect to grant equity awards to NEOs in fiscal 2024 given the large equity awards made in prior fiscal years.

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COMPENSATION DISCUSSION AND ANALYSIS

Governance Policies and Additional

Compensation-Related Items

We believe in holding ourselves to a high standard of ethics, transparency, and accountability. Accordingly, we have adopted corporate governance practices and policies that, in many cases, go beyond SEC and NYSE requirements to reflect emerging best practices.

Compensation Practice			Regis Policy
Independent Compensation Committee			Our Compensation Committee is composed solely of directors who are independent under the standards of the SEC and the NYSE, including the higher standards applicable to Compensation Committee members.
Clawback Policy			Our current “clawback” policy permits us to recover certain equity as well as cash incentive payments from executive officers whose misconduct or negligence resulted in a significant financial restatement. The Company expects to revise its clawback policy in the next year to comply with new NYSE and Securities and Exchange Commission rules.
Limited Severance Benefits and Perks			We have benchmarked and implemented market severance terms (generally, base salary plus bonus, including after a change in control), while retaining our “double trigger” structure.
No Tax Gross-Ups			We do not provide tax gross-ups on perquisites or “golden parachute” payments.
Stock Ownership Guidelines			We have meaningful stock ownership guidelines for our executives, discussed in more detail below.
Hedging Restrictions/ Prohibitions			Our Statement of Policy on Insider Trading prohibits our directors, officers, other employees, and designees of the foregoing from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, including shares held directly or indirectly (however, our policy does not prohibit general portfolio diversification transactions).
Pledging Restrictions/ Prohibitions			Our Statement of Policy on Insider Trading prohibits our employees, officers, and directors from holding our stock in a margin account or pledging it as collateral for a loan, except in the limited circumstance that an individual has demonstrated financial capacity to repay the loan without resort to the pledged securities and obtains approval from our Chief Financial Officer.
Independent Compensation Consultant			Pay Governance LLC has advised our independent Compensation Committee since fiscal 2018.
Risk Assessment			We consider risk in our compensation programs and periodically conduct a risk assessment, which is led by our independent compensation consultant.
Annual Say-on-Pay Vote			Every year, we offer our shareholders the opportunity to cast an advisory vote on our executive compensation.
No Repricing or Exchange of Underwater Options/SARs			Our plan prohibits the repricing or exchange of underwater stock options and stock appreciation rights without shareholder approval.

Stock Ownership by Our Named Executive Officers

The Board believes that each of our executives who has reached the level of Senior Vice President or above should be a shareholder and should have a significant financial stake in the Company. Accordingly, the Compensation Committee adopted stock ownership requirements, which are reflected in our Corporate Governance Guidelines, requiring each executive to hold our common stock having a fair market value equal to a multiple of their base salary, as set forth below:

•	Chief Executive Officer—3x annual base salary

•	Executive Vice President—2x annual base salary

•	Senior Vice President—1x annual base salary

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COMPENSATION DISCUSSION AND ANALYSIS

The current stock ownership requirements were established in April 2013. All shares beneficially owned by an executive are included in the calculation, except that shares subject to performance-based vesting conditions, shares subject to unexercised stock options, and SARs are not included. For purposes of the stock ownership calculation, shares are valued at the greater of (i) the average closing price of one share of the Company’s common stock during the most recent fiscal year and (ii) the closing price on the last day of the most recent fiscal year.

In addition, our Corporate Governance Guidelines contain a stock retention requirement that mandates executives to retain at least 75% of the shares they received from equity compensation awards, net of shares withheld or tendered to satisfy withholding taxes, until the stock ownership requirement is satisfied.

Based on their current holdings, Mr. Doctor, Ms. Zupfer, and Mr. Davi each remain subject to our stock retention requirement. Accordingly, none of the NEOs sold any shares during fiscal 2023. The Nominating and Corporate Governance Committee is responsible for measuring and monitoring compliance with these guidelines.

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.

Deductibility of Executive Compensation

I.R.S. Code Section 162(m) precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” (which as of fiscal 2023, includes our three NEOs and certain former employees identified as a covered employee in fiscal 2018 or any subsequent year).

The Compensation Committee continues to believe that a significant portion of our executives’ compensation should be tied to the Company’s performance and that shareholder interests are best served if the Company’s discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the Company. The Compensation Committee’s ability to continue to provide a competitive compensation package to attract, motivate, and retain the Company’s most senior executives is considered critical to the Company’s success and to advancing the interests of its shareholders.

Regulatory Considerations

The Compensation Committee considered (i) the accounting treatment of various types of equity-based compensation under Accounting Standards Codification (“ASC”) Topic 718 and (ii) the non-deductibility of excess parachute tax payments under Code Section 280G (and the related excise tax imposed on covered employees under Code Section 4999) in its design of executive compensation programs. In addition, the Compensation Committee considered other tax and accounting provisions in developing the compensation programs for our NEOs. These considerations included the special rules applicable to non-qualified deferred compensation arrangements under Code Section 409A, as well as the overall income tax rules applicable to various forms of compensation. While the Compensation Committee strove to compensate our NEOs in a manner that produced favorable tax and accounting treatment, its main objective was to develop fair and equitable compensation arrangements that appropriately motivate, reward, and retain those executives.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with the management of the Company. Based on its review and related discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Mark S. Light

Michael J. Mansbach

Michael J. Merriman

M. Ann Rhoades, Chair

Members of the Compensation Committee

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table shows each individual who served as our principal executive officer in fiscal 2023 and the two other most highly compensated executive officers in fiscal 2023 who were still serving as such on June 30, 2023 (together, referred to as the “Named Executive Officers” or “NEOs”), along with information concerning compensation earned for services in all capacities during each of the fiscal years ended June 30, 2023 and 2022.

Name and Principal Position	Fiscal Year	Salary1 ($)	Bonus2 ($)	Stock Awards3 ($)	Option Awards4 ($)	Non-Equity Incentive Plan Compensation5 ($)	All Other Compensation6 ($)	Total ($)
Matthew Doctor President and Chief Executive Officer	2023	600,000	259,000	—	—	1,041,000	38,862	1,938,862
Matthew Doctor President and Chief Executive Officer	2022	462,981	86,166	127,909	1,022,500	242,990	1,375	1,943,921
Kersten D. Zupfer Executive Vice President and Chief Financial Officer	2023	457,000	163,070	—	231,750	174,930	270	1,027,020
	2022	457,000	11,475	228,224	348,750	242,123	283	1,287,855
John C. Davi Executive Vice President and Chief Digital Officer⁷	2023	424,695	63,070	—	231,750	174,930

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SEC Form DEF 14A filed by Regis Corporation