RGS Regis Corporation

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )

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Filed by a Party other than the Registrant  ☐

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Fiscal 2024 was a year in which we delivered several key milestones that changed the trajectory of Regis, putting the company back on a solid financial foundation and setting the stage for future growth. Most notably, we delivered a successful refinancing that reduced our indebtedness by more than $80 million, saving us approximately $7 million in cash interest annually, and extended our maturity from what was August 2025 to June 2029. This refinancing transformed and right sized the company’s balance sheet and leverage profile, with our leverage as of June 30, 2024, at a manageable 4.5x debt to adjusted EBITDA versus what was close to 8.0x debt to adjusted EBITDA at the beginning of June 2024.

The benefit of this key milestone goes beyond financial. We have removed a major distraction to our employees, franchisees, and shareholders. Importantly, management now has increased bandwidth to focus solely on the strategy and execution to grow the business itself alongside our franchisees. We cannot stress this point enough, as the time, energy, focus, and constraints of navigating our previous capital structure were extraordinary. We can say with confidence this is truly a new day and chapter for Regis in which we can finally operate as a true franchisor, as was intended all along when Regis set out on that journey to shift the business model seven years ago. This is a major step for Regis—and all our stakeholders—on our path to sustainable, long-term growth and value creation.

In addition to the refinancing, we continued to deliver operating metrics that demonstrate further progress in stabilizing and growing the business. We delivered same-store sales, operating income, net income, and adjusted EBITDA growth. From an adjusted EBITDA perspective, we delivered $25.9 million in fiscal 2024 – a long way from a loss of $79 million in fiscal 2021. We continued to reduce our cash use and are poised to drive profitability growth and return to cash flow generation in fiscal 2025 for the first time in years.

In connection with this fresh start for the business and results, we are asking for shareholder support to approve a replenishment of our long-term equity plan (Item 4), as we exhausted our ability to grant any meaningful equity awards to key employees last year and intentionally waited until a successful outcome from our strategic alternatives process before making this request. We believe that reintroducing a long-term equity component to our compensation program is critical to retain key employees who are needed to execute our go-forward strategy.

We have an exciting road ahead with plans in place that we believe will functionally improve our business operations, in addition to the work we are putting in to take a longer-term view on how we will further solidify our position in the market, increase our franchisees’ profitability, and win. The execution-readiness of Regis and our franchisees is the strongest it has been in years, having fully completed the journey to consolidate our system onto one technology platform that will unlock our digital and personalized marketing efforts, in addition to the roll out of brand standards. Our financial position will be further bolstered by the proceeds we are expecting from our technology transition efforts, in addition to the recent rebalancing of our organization to further align with our current size and business model that will result in significant cost savings. These expected proceeds and savings can now go towards a capital allocation strategy to accelerate growth, another initiative that could not have been contemplated under our previous capital structure.

The Board is executing succession plans for the Chair of the Board role and elected Michael Merriman to serve as Chair of the Board effective at the annual meeting. The Board wishes to recognize David Grissen, who is not standing for re-election, for his more than ten years of service on the Board, including as Chair of the Board for the last three years. Mr. Merriman has served on the Board since 2011, including as Chair of the Audit Committee, and is well positioned to assume the role of Chair of the Board.

While the journey ahead won’t be linear, and much work remains to continue to address the broader macro environment and changing consumer landscape, you should know and trust that we are going to put the same relentless effort into the continued growth of our brands and franchisees’ businesses that we have over the last several years that enabled Regis to reach this milestone inflection point.

Thank you for your investment and continued support of Regis.

By Order of the Board of Directors,

 

Kersten D. Zupfer

 

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.

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.

 

 

 

 

 

 

 

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

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

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

We have an independent Chair of the Board. The Chair of the Board, Mr. Grissen, is an independent director who has served on the Board for the last 11 years. Mr. Grissen is not seeking re-election to the Board at the Annual Meeting. The Board has elected Mr. Merriman, an independent director who has served on the Board for the last 13 years, to succeed Mr. Grissen as Chair of the Board after Mr. Grissen’s term ends at the Annual Meeting.

All our directors stand for election every year.

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

Board and Board committee meeting attendance. The Board met six times in fiscal 2024. Each of the then-serving directors attended, in person or virtually, at least 75% of the seven meetings of the Board and the meetings of the Board committees on which each director served during fiscal 2024.

Annual meeting attendance. The Board does not have a formal policy relating to Board members’ attendance at annual shareholder meetings. Our directors are, however, encouraged to attend these meetings and all of the then-serving directors attended the virtual 2023 annual shareholders meeting.

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

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

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

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

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

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

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

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

3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416. Comments or questions regarding our accounting, internal controls, or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee.

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

Director Independence. Pursuant to our Corporate Governance Guidelines, a majority of the Board must be independent in accordance with the requirements of the Nasdaq Stock Market (“Nasdaq”) corporate governance rules.

Director nomination process. The Nominating and Corporate Governance Committee is responsible for screening and recommending for nomination director candidates to the full Board. The Nominating and Corporate Governance Committee will consider nominations received from our shareholders, provided that, proposed candidates meet the requisite director qualification standards discussed below. When appropriate, the Nominating and Corporate Governance Committee will also engage an independent third-party search firm. The Nominating and Corporate Governance Committee will then evaluate the resumes of any qualified candidates recommended by shareholders and search firms, as well as by members of the Board. Generally, to be considered for nomination, a candidate must have:

Candidates are evaluated based on these qualification standards and the current needs of the Board.

The Company’s policies for, and commitments to, diversity are contained within the Code of Ethics, which explicitly provides that the Company will not discriminate against anyone on the basis of race, color, gender, sexual orientation or identity, religion, age, national origin, disability, or any other classification protected by law.

Consistent with this commitment, the Nominating and Corporate Governance Committee, when seeking new director candidates, considers and values diversity in all the attributes covered in the Code of Ethics, as well as diverse skills and

experiences, such as an understanding of the retail industry, the haircare market, finance, accounting, marketing, technology, and international experience. The Nominating and Corporate Governance Committee expects every member of the Board and every director candidate to be able to act effectively on behalf of shareholders and stakeholders.

All shareholder nominations must be accompanied by a candidate resume that addresses the extent to which the nominee meets the director qualification standards. Nominations will be considered only if we are currently seeking to fill an open director position. All nominations by shareholders should be sent to the Chair of the Nominating and Corporate Governance Committee, c/o Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.

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 600, 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 Nasdaq. 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 600, 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 Nasdaq, 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 2024.

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.

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

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 Nasdaq 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 600, Minneapolis, Minnesota 55416. The charters include information regarding the committees’ composition, purpose, and responsibilities.

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 internal controls over financial reporting, (ii) the independence, qualifications and performance of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function, and (iv) the Company’s compliance with 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 Nasdaq 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 Nasdaq. Members serving on the Audit Committee do not currently serve on the audit committees of more than three public companies. In connection with Mr. Merriman’s election as Chair of the Board, the Board has elected Ms. Benacci to succeed Mr. Merriman as Chair of the Audit Committee effective as of the Annual Meeting.

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

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 Nasdaq definition of independence applicable to Compensation Committee members.

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, assists with 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.

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 2023, for the sixth year in a row, the Board reviewed our director compensation and determined not to increase the compensation program for fiscal 2024, keeping the annual cash retainer the same as 2023; however, to preserve shares under the Company’s 2018 Long Term Incentive Plan, the Board made the decision to forgo equity grants for non-employee directors in fiscal 2024. Accordingly, the fiscal 2024 director compensation program is described below:

The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2024, information concerning their annual and long-term compensation earned during such fiscal year.

The following table shows, for each of our current non-employee directors, the aggregate number of stock and option awards outstanding as of June 30, 2024:

For fiscal 2025, the Board intends to revisit director compensation following the Annual Meeting and determine whether to reinstate an equity compensation component for the year.

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:

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, 2024, the Company franchised or owned 4,408 salons primarily in North America, with only 17 Company-owned salons remaining.

We believe in creating a culture of striving for the best for our approximately 275 employees. That culture is also diverse and inclusive; approximately 79% of our employees are women, and approximately 68% 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.

In fiscal 2024, we conducted a comprehensive strategic review to address our capital structure. In June 2024, we entered into a new senior secured credit facility with TCW Asset Management Company LLC, a leading global asset manager, and Midcap Financial Trust. This refinancing agreement significantly reduces our debt, improves the health of our balance sheet and increases our financial flexibility so we can focus on transforming our business operations.

We worked to complete the Zenoti point-of-sale migration, which was successfully completed at the beginning of August 2024. Regis is now consolidated onto a single point-of-sale system, which allows us to utilize all the benefits Zenoti has to offer, such as personalized marketing to help us retain customers and increase the frequency of their visits and to gain access to improved business analytics. We continued our ongoing efforts to support stylist training, recruitment and retention. We also worked to define and launch the Supercuts Excellence Standards, which are comprised of components we believe make for the proper customer end-to-end experience.

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 2024, our NEOs are:

Typically, our annual compensation plan includes three main components: base salary, short-term incentives, and long-term incentives. For fiscal 2024, our compensation plan consisted entirely of base salary and short-term incentives for the reasons discussed below.

The cash elements of our fiscal 2024 compensation plan include:

In fiscal 2024, no equity awards were granted to our executive officers due to the pending strategic review that the Board was conducting, which resulted in our debt restructuring transaction, and the limited number of shares remaining available for issuance under our equity compensation plan.

At our 2023 annual meeting of shareholders, shareholders holding approximately 83% of the votes cast on our say-on-pay proposal voted in favor of our executive compensation program.

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:

As a result of the Company’s limited financial flexibility in recent years, annual compensation for our NEOs has remained generally flat. From time to time, the Compensation Committee has provided special bonuses or awards that were tailored to recognize certain objectives and accomplishments. Accordingly, while the Compensation Committee considers the compensation philosophy described above when reviewing compensation each year, actual decisions in recent years have been driven by the Company’s financial circumstances and specific achievements. As a result of the Company’s recent financial circumstances, the Compensation Committee believes our NEOs’ compensation has been below market median, but that this positioning has been appropriate in recognition of the financial limitations we have faced, some of which were alleviated with the recent successful debt restructuring.

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

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.

In fiscal 2024, the Compensation Committee did not make any changes to base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not benchmark our fiscal 2024 executive compensation against a peer group or the broader market.

However, in prior years, and in connection with various decisions about compensation levels for our NEOs, the Compensation Committee has considered compensation in the external market as one factor in its executive compensation decisions, examining both relevant broad retail industry data and data from a group of companies it considers representative of its competitors for executive talent.

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. 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:

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.

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.

The Compensation Committee did not modify our NEOs’ base salaries for fiscal 2024, which were consistent with fiscal 2023 base salaries.

As a result, base salaries for our NEOs for fiscal 2024 were as follows:

Following the end of fiscal 2024, in August 2024, the Compensation Committee evaluated the Company’s performance against the Adjusted EBITDA metrics, as described in further detail below.

For fiscal 2024, the Compensation Committee determined that no equity awards would be granted to our executive officers due to the pending strategic review that the Board was conducting, which resulted in our debt restructuring transaction, and the limited number of shares remaining available for issuance under our equity compensation plan.

In August 2022, the Compensation Committee determined to discontinue the prior Stock Purchase and Matching RSU Program (“SPMP”), under which our executives and other eligible employee participants were able to elect to contribute up to half of their earned annual bonus under the Short Term Plan to purchase shares of our common stock and the Company would provide a matching grant of RSUs with a value equal to up to 200% of their contribution to the plan (before deducting any related or normalized tax withholding). The SPMP was designed as a longer-term program, and the termination of this program provided the Compensation Committee with more flexibility to adjust long-term incentives annually in alignment with the circumstances for each fiscal year. In September 2024, the Compensation Committee terminated the SPMP, such that no further awards can be made under the SPMP. Mr. Doctor and Ms. Zupfer continue to hold unvested matching RSUs they received in connection with their participation in the SPMP.

Upon consultation with its independent compensation consultant, the Compensation Committee approved a special discretionary cash bonus for the Company’s CEO as follows.

The Compensation Committee approved a special discretionary cash performance bonus for Mr. Doctor, the Company’s President and Chief Executive Officer, in the amount of $532,500 in recognition of his contributions to the Company’s successful debt restructuring.

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 2024 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).

Subsequent to fiscal 2024, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2025. The Compensation Committee decided not to make any changes to the base salaries or AIC targets for any of our NEOs, and will continue to evaluate long-term incentives for our NEOs following the Annual Meeting to ensure that our NEOs’ interests are aligned with those of our shareholders.

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 Nasdaq requirements to reflect emerging best practices.

We previously maintained a compensation recovery policy covering recovery of bonuses and equity compensation received by executive officers under certain circumstances. In light of the incentive compensation recovery rules and stock exchange listing standards that became effective last year, we timely adopted a mandatory compensation recovery policy (the “Mandatory Compensation Recovery Policy”). The Mandatory Compensation Recovery Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by Section 16 officers of the Company. This policy provides that, in the event of an accounting restatement due to material non-compliance with any financial reporting requirement, the Company will recover the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts.

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:

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 2024. The Nominating and Corporate Governance Committee is responsible for measuring and monitoring compliance with these guidelines.

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.

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 2024, 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.

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.

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

The following table shows each individual who served as our principal executive officer in fiscal 2024 and the two other most highly compensated executive officers in fiscal 2024 who were still serving as such on June 30, 2024 (together, referred to as the “Named Executive Officers” or “NEOs”), along with information concerning compensation earned for services in all capacities during each of the fiscal years ended June 30, 2024 and 2023.

The following section addresses the key elements of the compensation arrangements with each of our NEOs, including the key terms of any letter agreements or employment agreements between the NEO and the Company. Mr. Davi does not have an individual compensatory agreement with the Company.

On May 4, 2022, the Company entered into a letter agreement with Mr. Doctor in connection with his appointment as President and Chief Executive Officer, effective on May 5, 2022. Pursuant to the agreement, Mr. Doctor is entitled to receive (i) an annual base salary of $600,000, (ii) an annual target bonus opportunity equal to 125% of his annual base salary (up to a maximum payout of 225% of his annual base salary), and (iii) a “ReFi Bonus” of $600,000 (which was subject to 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 Compensation Committee determined that Mr. Doctor was entitled to receive the ReFi Bonus based on the Company entering into an agreement to extend the maturity on its existing credit agreement for a period of at least 24 months.

In addition, the Compensation Committee approved equity awards to Mr. Doctor, which were comprised of 875,000 options to purchase shares of the Company’s common stock, granted under the Company’s 2018 Long Term Incentive Plan, which were eligible to vest on the first three annual anniversaries of the date of grant in increments of 20%, 20%, and 60% of the shares. All such stock options have 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.

If Mr. Doctor’s employment is terminated either by the Company without Cause (excluding as a result of death or disability) or by Mr. Doctor for Good Reason, as defined in his letter agreement, Mr. Doctor will be eligible for severance benefits under the Company’s senior executive severance policy described below. In Mr. Doctor’s letter agreement, “Cause” is defined as: (i) indictment for, conviction of, or a plea of guilty or no contest to, any indictable criminal offence or any other criminal offence involving fraud, misappropriation, or moral turpitude; (ii) continued failure (after specific written notice of any such failure) to perform material duties under the agreement or to follow the lawful direction of the Board (for any reason other than illness or physical or mental incapacity) or a material breach of his fiduciary duties; (iii) theft, fraud, or material dishonesty with regard to the Company in connection with Mr. Doctor’s duties; (iv) material violation of the Company’s code of conduct or similar written policies, including the Company’s sexual harassment policy, that is not cured (if curable) within 30 days after written notice by the Board; (v) willful misconduct unrelated to the Company having or likely to have a material negative impact on the Company or its affiliates (economic or reputational); (vi) an act of gross negligence or willful misconduct that relates to the affairs of the Company or any of its affiliates; or (vii) material breach of the provisions of the letter agreement that is not cured (if curable) within 30 days after notice by the Board. “Good Reason” is defined as: (i) any material diminution of Mr. Doctor’s authority, duties, or responsibilities; or (ii) a material reduction by the Company of Mr. Doctor’s base salary or target annual bonus percentage (other than (a) an across-the-board reduction of not more than 10% that applies to all other executives of the Company or (b) any temporary reduction of no more than 25% in response to any pandemic or other extraordinary event of similar market consequence that does not last longer than 12 months); provided that, Mr. Doctor must give 60 days’ written notice of his resignation, setting forth the conduct of the Company that is alleged to constitute Good Reason, and provide to the Company an opportunity to cure the conduct and the Company fails to do so. Mr. Doctor also executed the Company’s non-compete, non-disclosure, non-solicitation, and non-hire agreement.

On December 1, 2014, the Company entered into an employment agreement with Ms. Zupfer in connection with her employment with the Company. Pursuant to the agreement, Ms. Zupfer is entitled to (i) receive an annual base salary, the amount of which is reviewed annually by the Compensation Committee and subject to adjustment, (ii) receive an annual incentive award, which is set as a percentage of Ms. Zupfer’s then-current base salary for achievement of target performance, but the actual payout may be less than or greater than such amount for actual performance that is less than or greater than target, respectively, (iii) participate in the Company’s long-term equity incentive program on the same basis as the Company’s other executive officers, with the value of the awards being set annually by the Compensation Committee, and (iv) receive life insurance and health and welfare benefits offered to other full-time employees.

Under the terms of Ms. Zupfer’s employment agreement, she is entitled to certain benefits upon her death or disability, termination without Cause or for Good Reason, or termination for Cause or without Good Reason, which are contingent upon Ms. Zupfer signing, and not rescinding, a release and complying with certain non-competition and non-solicitation covenants. In the event of Ms. Zupfer’s death or disability, she is entitled to her accrued compensation and obligations. In the event of Ms. Zupfer’s termination without Cause or resignation for Good Reason, she is entitled to all accrued compensation and obligations and an amount equal to one times her annual base salary plus a pro-rated portion of any bonus she would have earned for the year of termination (based on actual performance), plus 12 months of benefits continuation coverage. In Ms. Zupfer’s employment agreement, “Cause” is defined as acts during Ms. Zupfer’s employment resulting in a felony conviction that is materially detrimental to the financial interests of the Company; willful nonperformance by Ms. Zupfer of her material employment duties (other than by reason of physical or mental incapacity) after reasonable notice to Ms. Zupfer and reasonable opportunity (not less than 30 days) to cease such non-performance; or willful engagement in fraud or gross misconduct that is materially detrimental to the financial interests of the Company. “Good Reason” is defined as any of the following to occur during Ms. Zupfer’s employment with the Company: (i) any material diminution in the nature of her authority, duties, or responsibilities, or her removal from, or failure to be reelected to, her position (except in connection with a termination for Cause, permanent disability, or as a result of her Death or her resignation other than for Good Reason); (ii) a material reduction in her base salary (other than a reduction that is part of an across-the-board reduction of base salaries for all executives; provided that, the reduction is commensurate with the percentage reduction in base salaries for all other executives; (iii) the Company’s failure to continue (without substitution of a substantially equivalent plan) any compensation plan, bonus, or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan, or other benefit plan or arrangement in which Ms. Zupfer is participating; (iv) the Company’s material breach of the employment agreement; (v) the requirement that Ms. Zupfer’s principal place of employment be relocated by more than 30 miles from the Company’s current address; or (vi) the Company’s failure to obtain an agreement from any successor entity to assume the Company’s obligations under the employment agreement. “Disability” is defined a as physical or mental disability or health impairment that prevents the effective performance by Ms. Zupfer of her duties on a full-time basis.

Ms. Zupfer’s employment agreement further provides that severance payments will be paid over the course of the severance period and offset by any compensation Ms. Zupfer receives from other substantially full-time employment during the severance period. However, in fiscal 2017, the Compensation Committee modified this provision to provide that severance will not be offset by non-competitive employment. The severance payments are contingent upon Ms. Zupfer signing, and not rescinding, a release of claims and complying with certain non-competition and non-solicitation covenants. The Company’s remedies for violation of restrictive covenants include injunctive relief and forfeiture of severance benefits.

When executive officers join the Company, from time to time, we have agreed to sign-on incentives and relocation benefits that are not part of their ongoing compensation to incentivize them to leave their former employers and join the Company. No such benefits were provided to the NEOs in fiscal 2023 or 2024.

Certain of our executive officers participate in the Senior Executive Severance Policy (the “Severance Policy”) under which Senior Vice Presidents and above without an individual employment agreement are entitled to receive the following severance benefits if the executive’s employment is terminated without Cause: (i) one year of base salary paid in installments over a period of 12 months; (ii) a pro rata bonus for the fiscal year in which termination occurs based on actual performance, if it can be calculated, but not to exceed (A) the target bonus amount prior to proration based on actual achievement for an executive who worked nine months or more during a fiscal year, (B) if actual achievement cannot be calculated, a bonus amount based on the average payout of other eligible continuing executives for an executive who worked nine months or more during a fiscal year, or (C) 75% of the target bonus amount for an executive who worked less than nine months during the fiscal year; and (iii) continuation of certain medical benefits for up to 12 months unless and until the executive is covered under the health and/or dental insurance policy of a new employer. The severance benefits are subject to the executive signing a release in favor of the Company and complying with one-year non-competition and non-solicitation restrictions. Because Mr. Davi does not have an individual employment agreement with the Company, he is eligible for severance benefits under the Severance Policy if he has a qualifying termination. Mr. Doctor’s letter agreement incorporates the Severance Policy in the event of a qualifying termination of his employment under the letter agreement, subject to certain alternative definitions described above.

Under the Severance Policy, “Cause” is defined as (a) acts resulting in a felony conviction under any federal or state statutes that is materially detrimental to the financial interests of the Company; (b) willful non-performance by the employee of the

employee’s material employment duties (other than by reason of the employee’s physical and/or mental incapacity) after reasonable notice to the employee and reasonable opportunity (not less than 30 days) to cease such non-performance; or (c) willfully engaging in fraud or gross misconduct which is detrimental to the financial interests of the Company.

The terms of the equity awards granted as part of the current long-term incentives are summarized below:

SARs and stock options were granted to Mr. Doctor, Ms. Zupfer, and Mr. Davi on November 5, 2021 as an incentive related to leadership retention and to Ms. Zupfer and Mr. Davi on August 26, 2022 as part of their annual long term incentive compensation. The fiscal 2022 SARs and stock options are eligible to vest on the first three annual anniversaries of the date of grant in increments of 20%, 20%, and 60% of the shares, respectively. The fiscal 2023 SARs and stock options are eligible to vest in equal installments on the first three annual anniversaries of the date of grant.

In the event of a termination of employment, unvested SARs and stock options are generally forfeited; provided, however:

Under the award agreement, “Good Reason” is defined as the occurrence, without the express written consent of the participant, of any of the following: (i) any material diminution in the nature of the participant’s authority, duties, or responsibilities; (ii) any reduction by the Company in the participant’s base salary then in effect or target bonus percentage (other than any reduction mutually agreed upon by the Company and the participant), other than an across-the-board reduction of not more than 10% that applies to all other executives who report to the Chief Executive Officer of the Company; or (iii) following a Change in Control, failure by the Company to continue in effect (without substitution of a substantially equivalent plan or a plan of substantially equivalent value) any compensation plan, bonus, or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan or other benefit plan or arrangement in which the employee is then participating; provided that, the participant notifies the Company within 90 days of the occurrence of the condition and the Company fails to remedy such condition within 30 days of receiving such notice (the “Cure Period”) and the participant delivers to the Company’s General Counsel written notice of resignation within 30 days following the end of the Cure Period, designating an employment termination date no later than 120 days following the end of the Cure Period.

Matching RSUs granted during fiscal 2022 (including with respect to participation in the SPMP with bonuses paid with respect to fiscal 2021 performance) vest as to 20%, 20%, and 60% of the shares on the first, second, and third anniversaries of the date of grant, respectively, subject to continued service and participants are required to hold their underlying purchased shares for the same three-year period to avoid a reduction in the number of unvested RSUs.

Matching RSUs granted as part of our SPMP during fiscal year 2021 are subject to a five-year continued service and cliff vesting conditions and participants are also required to hold their underlying purchased shares for the same five-year period to avoid a reduction in the number of unvested RSUs. The matching RSUs earn dividend equivalents but have no voting rights. If a participant’s employment is terminated (i) without Cause or for Good Reason, in each case within 12 months following a Change in Control or (ii) due to death or disability, if the termination occurs (a) prior to the third anniversary of the grant date, a pro-rated amount of the matching RSUs will vest or (b) on or after the third anniversary of the grant date, 100% of the matching RSUs will vest.

Under the award agreement, “Good Reason” is defined as the occurrence, without the express written consent of the participant, of any of the following: (i) any material diminution in the nature of the participant’s authority, duties, or responsibilities; (ii) any reduction by the Company in the participant’s base salary then in effect or target bonus percentage (other than any reduction mutually agreed upon by the Company and the participant), other than an across-the-board reduction of not more than 10% that applies to all other executives who report to the Chief Executive Officer of the Company; or (iii) following a Change in Control, failure by the Company to continue in effect (without substitution of a substantially equivalent plan or a plan of substantially equivalent value) any compensation plan, bonus, or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan or other benefit plan or arrangement in which the participant is then participating; provided that, the participant notifies the Company within 90 days of the occurrence of the condition and the Company fails to remedy such condition within 30 days of receiving such notice (the “Cure Period”) and the participant delivers to the Company’s General Counsel written notice of resignation within 30 days following the end of the Cure Period, designating an employment termination date no later than 120 days following the end of the Cure Period.

The 2016 Plan provides the following definitions:

provided, however, that for any payment with respect to any award under the 2016 Plan that is subject to Section 409A of the Code, the Change in Control must also be a change in control event under Treasury Regulations Section 1.409A-3(i)(5).

The 2018 Plan provides the following definitions:

provided, however, that for any payment with respect to any award under the 2018 Plan that is subject to Section 409A of the Code, the Change in Control must also be a change in control event under Treasury Regulations Section 1.409A-3(i)(5).

provided that, the employee notifies the Company within 90 days of the occurrence of such conduct and the Company fails to remedy such conduct within 30 days of receiving such notice (the “Cure period”) and the employee delivers written notice of resignation to the Company’s General Counsel within 30 days following the end of the Cure Period.

We currently provide the NEOs the option to participate in two Company-sponsored retirement savings plans: the Executive Retirement Savings Plan, a nonqualified deferred compensation plan, and the Regis Individual Secured Retirement Plan (the “RiSRP”), an employee welfare benefit plan, which was added in fiscal 2016 as a post-tax retirement savings option.

Elections to defer compensation under the Executive Retirement Savings Plan are made annually, prior to the beginning of the year in which the deferred compensation is earned. Executives may defer up to 100% of their annual compensation, including annual incentive, on a pre-tax basis. Beginning with elections made in fiscal 2016, in-service distributions must be deferred for a minimum of two years. Employer contributions under the Executive Retirement Savings Plan for our NEOs include a 25% match on up to a maximum of $100,000 in deferred compensation (i.e., $25,000) and a discretionary annual profit sharing contribution (each on a calendar-year basis), although no profit sharing contribution has been made since 2016. We deposit the deferred amounts and employer contributions into a trust for the benefit of plan participants. In accordance with tax laws, the assets of the trust are subject to claims of the Company’s creditors. Participant account balances are deemed invested as the executive directs, from time to time, among the investment alternatives offered. Subject to compliance with plan terms and applicable tax requirements (including, without limitation, Code Section 409A), executives may elect the distribution date for their plan accounts.

Under the RiSRP, participants may elect to contribute amounts from payroll, up to 100% of their annual compensation, including annual incentive, on an after-tax basis. Employee contributions under the RiSRP for our NEOs include the same match opportunity as the Executive Retirement Savings Plan, and if an NEO is participating in both plans, their aggregate match is capped at $25,000. Participants may also make contributions outside of payroll deductions, but these are not eligible for employer match. Participant contributions and employer matching contributions are deposited in participant-owned life insurance policies. These insurance policies are not subject to claims of the Company’s creditors. Each participant’s account balance under the life insurance policy is invested as the participant directs, from time to time, among the investment alternatives available under the insurance policy.

The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of June 30, 2024.