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David Grissen
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Matthew Doctor
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Chairman of the Board
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President and Chief Executive Officer
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TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Regis Corporation:
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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 November 6, 2024, 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/RGS2024. The purposes of the meeting are:
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✔
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To elect the seven directors listed in this Proxy Statement to serve for a one-year term and until their successors are elected and qualified;
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✔
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To approve, on an advisory basis, the compensation of our named executive officers (referred to as the “Say-on-Pay” proposal);
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✔
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal 2024;
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✔
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To approve the Amended and Restated 2018 Long Term Incentive Plan; and
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✔
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To transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Only holders of record of our common stock at the close of business on September 9, 2024 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 26, 2024.
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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.
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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.
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By Order of the Board of Directors,
Kersten D. Zupfer
Chief Financial Officer
September 26, 2024
TABLE OF CONTENTS
Important Note about Reverse Stock Split
On November 29, 2023, we effected a reverse stock split at a ratio of 1-for-20 (the “Reverse Stock Split”) of our common stock. In connection with the Reverse Stock Split, every 20 shares of common stock issued and outstanding were converted into one share of common stock. Unless otherwise indicated, all historical share and per share amounts for periods prior to the Reverse Stock Split in this Proxy Statement have been adjusted to reflect the Reverse Stock Split. Proportionate adjustments were made to the number of shares of common stock underlying all outstanding equity awards, as well as any exercise price for such awards, and the number of shares of common stock reserved for issuance under our 2018 Long Term Plan and our Stock Purchase Plan.
TABLE OF CONTENTS
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.
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The Board unanimously recommends that you vote
FOR
the election of each of the director nominees below.
Seven directors are to be elected at the annual meeting of shareholders to be held on November 6, 2024 (the “Annual Meeting”), each to hold office for one year until the 2025 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of eight directors, one of whom, Mr. David Grissen, is not seeking re-election to the Board when his term ends at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the seven persons named below for election as directors. Each of the Board’s nominees is standing for re-election by the shareholders at the Annual Meeting, and each nominee has consented to serve if elected.
In determining to nominate Messrs. Mark Light and Michael Merriman and Ms. Ann Rhoades for re-election, the Board considered that Mr. Light has already served 11 years at the time of re-election, Mr. Merriman had already served 13 years at the time of re-election, and Ms. Rhoades was 79 years old and, therefore, all three directors were required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Light’s significant contributions to the Board, including his service as the Chair of the Nominating and Corporate Governance Committee and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Light for re-election. The Board considered Mr. Merriman’s significant contributions to the Board, including his service as the Chair of the Audit Committee and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Merriman for re-election. The Board considered Ms. Rhoades’ significant contributions to the Board, including her service as the Chair of the Compensation Committee, her oversight of matters relating to the culture among the Company’s workforce and her continued high level of involvement with the Board and the Company, and determined to nominate Ms. Rhoades for re-election. In the case of all three of these directors the Board also considered the current state of the Company’s business and the involvement that each of these directors has in overseeing the execution of our current strategy of supporting our franchisees and determined that the organization would benefit from their continued service at this time.
If for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating and Corporate Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to the Company will be voted for such substitute nominees. If the Nominating and Corporate Governance Committee designates any substitute nominees, the Company will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by Securities and Exchange Commission (“SEC”) rules.
TABLE OF CONTENTS
ELECTION OF DIRECTORS
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Who We Are
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Lockie
Andrews
Founder, Chief Executive
Officer, and Managing
Partner of Catalyst
Consulting
Independent
Director since 2021
Age: 51
Board
committees
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Audit
•
Nominating and
Corporate Governance
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Career Highlights
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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:
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Chief Executive Officer of RICH Hair Care USA, an affordable luxury haircare company since January 2021
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Chief Growth Officer at Pura Vida, a jewelry retailer, from May 2022 to September 2022
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Head of eCommerce and Digital Operations at Party City, a vertically integrated retailer, from May 2021 to January 2022
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Chief Information Officer and Chief Digital Officer, UNTUCKit, an omnichannel retail brand, from 2018 to April 2021
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Previously served as an operating partner advisor to portfolio companies of Sun Capital, Marlin Equity, Brightwood Capital, and Shamrock Capital
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Served in various leadership roles at Nora Gardner, Tadashi, Liz Claiborne (Kate Spade), and Alvarez Marsal’s Retail Consulting Practice
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Skills / Experience
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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
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Led digital transformation efforts, including leveraging technology and artificial intelligence to enhance marketing, stores, ecommerce, supply chain, creative, analytics, finance, and operations
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Led engagements in strategy, innovation, and capital-raising
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Experience as an investment banker
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Education
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MBA, Harvard Business School
BS, Finance, Georgetown University
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Also...
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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.
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Other Public Boards
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2
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TABLE OF CONTENTS
ELECTION OF DIRECTORS
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Nancy
Benacci
Former Head of Equity
Research, KeyBanc Capital Markets
Independent
Director since 2023
Age: 69
Board
committees
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Career Highlights
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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
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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
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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
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Skills / Experience
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Financial expertise and contributes valuable perspective on the investment analyst community and capital markets
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Extensive leadership skills, including strategy development, revenue and market share growth and business transformation
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Experienced in governance and compliance
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Education
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MBA, Case Western Reserve – Weatherhead School of Management
BS, Business Administration, John Carroll University
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Also...
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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.
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Other Public Boards
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Cincinnati Financial Corporation (since 2020)
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The Payden Rygel Investment Group (since December 2023)
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TABLE OF CONTENTS
ELECTION OF DIRECTORS
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Matthew
Doctor
President and Chief
Executive Officer, Regis
Corporation
Director since 2022
Age: 37
Board
committees
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Career Highlights
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President and Chief Executive Officer at Regis Corporation, since May 2022
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Interim Chief Executive Officer at Regis Corporation, from December 2021 to May 2022
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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
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Partner and Chief Financial Officer for Kava Restaurants, a Tim Hortons
®
franchisee, from May 2018 to December 2020
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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
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Started career as investment banker at J.P. Morgan
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Skills / Experience
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Leadership experience with franchise businesses (both as franchisor and franchisee), including expertise in strategy and brand development, unit count growth, finance, and operations
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Finance experience as an investment banker
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Education
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BBA with Distinction, Emory University’s Goizueta Business School
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Also...
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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.
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Other Public Boards
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4
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TABLE OF CONTENTS
ELECTION OF DIRECTORS
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Mark S.
Light
Executive Chairman,
Bedrock Manufacturing
Independent
Director since 2013
Age: 62
Board
committees
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Compensation
•
Nominating
and Corporate
Governance,
Chair
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Career Highlights
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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
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Chief Executive Officer and Director of Signet Jewelers from November 2014 until his retirement in July 2017
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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
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Skills / Experience
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Led an international sales team to deliver a superior customer experience
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Led the development of start-up retail jewelry brand, Jared the Galleria of Jewelry to over $1 billion in annual revenue in 2017
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Led and managed many acquisitions while integrating synergies
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Led in the acquisition and integration of a large diamond-cutting factory in Botswana, Africa
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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
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Education
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Kent State University and Ohio University
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Also...
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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.
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Other Public Boards
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Former
•
Signet Jewelers Limited (2014 – 2017)
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TABLE OF CONTENTS
ELECTION OF DIRECTORS
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Michael
Mansbach
Founder of Granite
Stairway Advisors LLC
Independent
Director since 2021
Age: 56
Board
committees
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Founder of Granite Stairway Advisors LLC, an executive consulting services firm, since July 2020
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Co-founder and partner of Apex Perspectives, LLC, a consulting firm, from June 2020 to February 2023
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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
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President, Blue Jeans Network, Inc., a cloud-based video communications company, from November 2015 to February 2017
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President, PunchTab, Inc., an engagement and insights platform, from September 2014 until its acquisition by Walmart Labs in September 2015
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Senior management positions at Citrix, a business mobility and security software firm, from November 2004 to April 2014
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Skills / Experience
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Expertise in creating global scale, building connected teams, market category leadership, and enterprise value
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Revenue growth and retention, go-to-market strategy, MA, debt/cash/budget management, product strategy and marketing, sales strategy and process, demand generation, market positioning, international expansion, and leadership development
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Senior marketing positions at SeeBeyond and SeeCommerce
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Education
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MA, International Economics, European Area Studies, The Johns Hopkins University – Paul H. Nitze School of Advanced International Studies
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Also...
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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.
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Other Public Boards
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6
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TABLE OF CONTENTS
ELECTION OF DIRECTORS
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Michael J.
Merriman
Consumer Products
Consultant
Independent
Director since 2011
Age: 68
Board
committees
•
Audit, ACFE,
Chair
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Career Highlights
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•
Consumer Products Consultant, since 2008
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Operating Advisor at Resilience Capital Partners, LLC, a private equity firm, from 2008 to 2017
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Chief Executive Officer, The Lamson Sessions Co., from November 2006 until sale in November 2007
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SVP Chief Financial Officer, American Greetings Corporation, from September 2005 to November 2006
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President CEO, Royal Appliance Mfg. Co., from 1995 to 2004
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Chief Financial Officer, Royal Appliance Mfg. Co., from 1992 to 1995
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Audit Partner, Arthur Andersen Co., from 1990 to 1992
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Skills / Experience
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Public company CEO leadership experience
•
Consumer product sales and marketing direct to consumer, as well as to big box retailers including Walmart
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MA experience including the sale of both public and private companies
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Public accounting experience
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Education
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BS, Business Administration, John Carroll University
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ALSO...
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Michael was named CEO of Royal Appliance Manufacturing at 39, after joining the company as CFO three years earlier.
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Other Public Boards
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Nordson Corporation (since 2008), Chairman of the Compensation Committee (since March 2024), Chairman of the Board (February 2018 – March 2024), Audit Committee Chair (2012 – 2018)
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OMNOVA Solutions Inc. (2008 – 2020), Nominating Corporate Governance Committee Chair
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