DEF 14A 1 ny20004280x1_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. )

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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, franchise owners, and customers,

Fiscal 2022 was a year marked by new leadership, business transformation, progress, and the creation and implementation of a clear path forward. In the middle of the year, we, as Chairman and CEO, took on our new leadership positions. Along the way, we added new members to the team, as well as promoted existing team members into new roles.

In a short period of time, our new team has not only transformed our business financially, but also operationally. We devoted significant time and effort to revamp our capital structure through our refinancing efforts, with our hard work culminating in a successful amendment and extension of our existing credit agreement just a few months after the fiscal 2022 year-end. In the face of an increasingly challenging credit environment, we have delivered the runway and liquidity needed to invest in the business to continue our recovery and position us for growth. Operationally, we further wound-down both our company-owned salons and our product distribution business, as well as divested our technology business through the sale of our Opensalon® Pro point-of-sale platform to Zenoti®. These efforts cleared the way for us to squarely focus our team’s efforts on providing the best support to our franchisees and driving forward our core business as a haircare franchisor, while further de-leveraging Regis. By partnering with Zenoti, our franchisees now have access to the technology platform and functionality they expect and need to enable and drive their businesses.

We demonstrated significant progress in areas that matter the most. For the first time in years, to strengthen our connection and build trust with our franchisees, and to devise our collective strategy, our management team hit the road and met face-to-face with over 280 franchisees that represented close to 4,000 salons. Progress also showed in our financial results, which delivered positive adjusted EBITDA (excluding franchising company-owned salons)¹ of $0.5 million compared to a loss of $60.2 million in fiscal 2021, an improvement of $60.8 million. Excluding one-time items and remaining company-owned salons, our EBITDA would be even greater, which is a clear testament to Regis’ potential.

We are proud of the results we have achieved in what continues to be a challenging time for our industry, but we are by no means taking a victory lap. We know this was a difficult year for our key stakeholders, with slower than expected sales recovery and cash usage due to labor shortages and customer traffic declines, as well as the overall uncertainty related to our balance sheets. However, we believe we are just getting started on our journey of recovery and growth. While we have placed Regis on more solid-footing, we are now setting our sights on a very focused set of company-wide priorities as we head into fiscal 2023. We have strong conviction around these priorities as they include the voice of our franchisee community. Over the course of the next fiscal year, we will consistently discuss three main initiatives:

1)	Investing in building the most scaled and comprehensive education platform to drive our talent brand to retain, recruit, and train stylists;

2)	Revamping marketing efforts that will emphasize stylist recruiting and retention, as well as performance marketing tactics to drive customer traffic with a specific emphasis on customer retention through lifecycle marketing, CRM, and loyalty; and

3)	Migrating our salons onto the Zenoti software platform to enable seamless customer engagement with our salons before, during, and after visitation.

These three initiatives directly drive our business. Simply put, to ensure Regis’ future success we need trained stylists and loyal customers who both can engage with our salons through technology.

As mentioned above, we have a new-looking team that has demonstrated that they act quickly and deliver results, and we look forward to doing the same in fiscal 2023 and the years ahead.

Sincerely,

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

1	Adjusted EBITDA (excluding franchising company-owned salons) 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 25, 2022 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/RGS2022. The purposes of the meeting are:
✔			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;
✔			To approve, on an advisory basis, the compensation of our named executive officers (referred to as the “Say-on-Pay” proposal);
✔			To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal 2023; 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 29, 2022 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 12, 2022.
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,

Andra J. Terrell

Corporate Secretary

September 12, 2022

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ELECTION OF DIRECTORS			2
What Has Kept Us Busy			2
Who We Are			4
How We Govern the Company			11
How We, the Directors, Are Governed			13
Our Board’s Committees			14
How Our Directors Are Paid			16
Fiscal 2022 Director Compensation Table			17
APPROVAL OF ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS			18
EXECUTIVE COMPENSATION			20
COMPENSATION DISCUSSION AND ANALYSIS			20
Background			20
Executive Summary			21
How We Design Executive Pay			22
Elements of the Executive Compensation Program in Fiscal 2022			24
Governance Policies and Additional Compensation-Related Items			29
Compensation Committee Report			31
EXECUTIVE COMPENSATION TABLES			32
Summary Compensation Table			32
Grants of Plan-Based Awards in 2022			34
Outstanding Equity Awards at 2022 Fiscal Year-End			40
2022 Option Exercises and Stock Vested			41
Summary of Executive Agreements			42
Nonqualified Deferred Compensation for 2022			45
Actual and Potential Payments Upon Termination or Change in Control			46
CEO Pay Ratio			47
Equity Compensation Plan Information			48
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			50
AUDIT COMMITTEE REPORT			52
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54
USER’S GUIDE			55
Annual Meeting of Shareholders, October 25, 2022			55
Voting Rights and Requirements			56
Communications with the Board			57
Proposals of Shareholders			58
Annual Report to Shareholders and Form 10-K			58
Notice of Internet Availability of Proxy Materials			58
General			58
APPENDIX A: NON-GAAP RECONCILIATION			59

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2022 PROXY STATEMENT | 1

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ELECTION OF DIRECTORS

What Has Kept Us Busy

In this section, we, your Board of Directors (the “Board”), provide information about who we are, how we are organized, how we operate, and what we are paid. We open with a summary of what we have been doing for you, our fellow shareholders. Although this information is not always included in proxy statements, we believe we should provide it, because you are being asked to re-elect us.

The Board has shaped and governed, and our management team has taken, significant actions to drive the Company forward through difficult times:

✔	Transitioned the position of President and Chief Executive Officer of the Company to Matthew Doctor

✔	Revised the leadership team structure by:

•	transitioning a key executive to the position of Chief Operating Officer;

•	transitioning the role of Senior Vice President, People and Culture to Chief People Officer;

•	promoting a long-term employee to Senior Vice President, Merchandising and Education, who is focused on training stylists to provide the best possible service to customers; and

•	recruiting a new General Counsel who brings to the team years of franchising experience

✔	Strengthened our connection with our franchisee community through six regional meetings during which management met with approximately 280 franchisees representing nearly 4,000 salons

✔	Exited the technology business through the sale of our proprietary salon management system, Opensalon® Pro, to Zenoti, the leading technology provider for beauty, wellness, and fitness businesses. As part of the transaction, we:

•	will receive up to $39 million of proceeds, which represents a significant return on investment;

•	partnered with Zenoti who will become the sole salon technology platform for all of Regis’ brands and who will deliver a best-in-class salon management platform to our franchisees and stylists; and

•	strengthen our financial position, which will enable management to fully focus on our core business: haircare services

✔	Worked on solutions to amend our existing credit agreement and extend the maturity, which will provide us with liquidity and runway to invest in, and execute on, strategic initiatives

✔	Continued to scale down our legacy businesses, by:

•	completing the exit of our wholesale distribution business; and

•	further winding-down of our Company-owned salons from 276 to 105 salons

✔	Achieved general and administrative savings of approximately $37 million during fiscal 2022

✔	Generated $0.5 million of Adjusted EBITDA excluding the loss on the sale of salons to franchisees¹, compared to a loss of $60.2 million in fiscal 2021

✔	Set a go-forward strategy, focused on:

•	increasing our field support to franchisees through a larger team and structured business reviews;

•	investing more in stylist education to differentiate our brands and to become the employer of choice for stylists;

•	revamping our marketing approach to more performance marketing tactics, with a focus on retention;

•	adopting a singular salon technology platform, Zenoti, which will enable our stylists and customers to seamlessly engage with our brands; and

•	driving large-scale remodeling efforts for our SmartStyle brand

1	Adjusted EBITDA excluding the loss on the sale of salons to franchisees 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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ELECTION OF DIRECTORS

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

Seven directors are to be elected at the annual meeting of shareholders to be held on October 25, 2022 (the “Annual Meeting”), each to hold office for one year until the 2023 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of seven directors. 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 Mr. Michael Merriman and Ms. Ann Rhoades for re-election, the Board considered that Mr. Merriman had already served 11 years at the time of re-election and Ms. Rhoades was 77 years old and, therefore, both were required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Merriman’s significant contributions to the Board, including his service as the 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 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.

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.

2022 PROXY STATEMENT | 3

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ELECTION OF DIRECTORS

Who We Are
Lockie Andrews Chief Growth Officer, Pura Vida Independent Director since 2021 Age: 49 Board committees • Audit • Nominating and Corporate Governance • Technology			Career Highlights
			• Chief Growth Officer at Pura Vida, a jewelry retailer, since May 2022 • Head of eCommerce and Digital Operations at Party City, a vertically integrated retailer, from May 2021 to January 2022 • Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting, a boutique advisory firm specializing in “all things digital” for consumer and next-generation companies, since May 2007 • 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


Matthew Doctor President and Chief Executive Officer, Regis Corporation Director since 2022 Age: 35 Board committees • Technology			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 Japan and immerse himself in its culture, history/heritage, and food.
			Other Public Boards
			None

2022 PROXY STATEMENT | 5

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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: 65 Board committees • Audit, ACFE • Nominating and Corporate Governance, Chair • Technology			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)

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ELECTION OF DIRECTORS


Mark S. Light Executive Chairman, Bedrock Manufacturing Independent Director since 2013 Age: 60 Board committees • Compensation • Nominating and Corporate Governance, Chair • Technology			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)

2022 PROXY STATEMENT | 7

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ELECTION OF DIRECTORS


Michael Mansbach Founder of Granite Stairway Advisors LLC and co-founder and partner of Apex Perspectives, LLC Independent Director since 2021 Age: 54 Board committees • Compensation • Technology, Chair			Career Highlights
			• Founder of Granite Stairway Advisors LLC, an executive consulting services firm, since July 2020, and co-founder and partner of Apex Perspectives, LLC, a consulting firm, since June 2020 • 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

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ELECTION OF DIRECTORS


Michael J. Merriman Consumer Products Consultant Independent Director since 2011 Age: 66 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 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 •