DEF 14A 1 ny20004280x1_def14a.htm DEF 14A

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Regis Corporation
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 



TABLE OF CONTENTS

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.

TABLE OF CONTENTS

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

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS


2022 PROXY STATEMENT  |  1

TABLE OF CONTENTS

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.
2  |  
 

TABLE OF CONTENTS

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

TABLE OF CONTENTS

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 
4  |  
 

TABLE OF CONTENTS

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

TABLE OF CONTENTS

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)
6  |  
 

TABLE OF CONTENTS

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

TABLE OF CONTENTS

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 
8  |  
 

TABLE OF CONTENTS

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

  Audit Partner, Arthur Andersen & Co., from 1990 to 1992
Skills / Experience

  Public company CEO leadership experience

  Consumer product sales and marketing direct to consumer, as well as to big box retailers including Walmart

  M&A experience including the sale of both public and private companies

  Public accounting experience
Education

BS, Business Administration, John Carroll University
ALSO...

Michael was named CEO of Royal Appliance Manufacturing at 39, after joining the company as CFO three years earlier.
Other Public Boards

  Nordson Corporation (since 2008), Chairman of the Board (since February 2018), Audit Committee Chair (2012 – 2018)

Former

  OMNOVA Solutions Inc. (2008 – 2020), Nominating & Corporate Governance
Committee Chair

  Invacare Corporation (2014 – 2018)

  American Greetings Corporation (2006 – 2013)

  RC2 Corporation (2004 – 2011)

2022 PROXY STATEMENT  |  9

TABLE OF CONTENTS

ELECTION OF DIRECTORS
      

  
M. Ann
Rhoades

President,
People Ink, Inc.

Independent

Director since 2015

Age: 77



Board
committees

 Audit
 Compensation,
Chair
Career Highlights

  President, People Ink, Inc., a human resources consulting firm, since 1999

  Executive Vice President, People, JetBlue Airways, from 1999 to 2002

  Executive Vice President, Team Services, Promus Hotel/DoubleTree Hotels Corporation, from 1995 to 1999

  Vice President, People, Southwest Airlines, from 1989 to 1995
Skills / Experience

  Human resources experience

  Consumer experience

EDUCATION

MBA, The University of New Mexico
ALSO...

Ann built a hiring model to get high-performance outcomes based in hiring according to values that helped create JetBlue and Southwest Airlines’ well-regarded cultures.

Author of Built on Values, Creating an Enviable Culture That Outperforms the Competition.

Flew in an F-16 at 9.1Gs.
Other Public Boards

  Nexphase Capital (since 2015)

Former

  JetBlue Airways (2001 – 2015), Compensation Committee Chair

  P.F. Chang’s China Bistro, Inc. (2003 – 2012), Compensation Committee Chair

  Restoration Hardware (1999 – 2001, 2005 – 2009)

10  |  
 

TABLE OF CONTENTS

How We Govern the Company
How We Govern the Company
We believe that how we govern ourselves is as important as the corporate governance that sets guidance and parameters for the Company more generally. This is a summary of some of our key Board governance provisions. More information can be found on our website at www.regiscorp.com, and in the next section summarizing some of the key provisions that apply more broadly to the Company. Our compensation governance provisions can be found in the Compensation Discussion and Analysis section of this Proxy Statement.
All our directors, except our President and Chief Executive Officer, are independent. In our User’s Guide at the end of this Proxy Statement, we provide a description of the Board’s independence standards. 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 nine years.
All our directors stand for election every year.
Special meetings. Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting of shareholders.
Board and Board committee meeting attendance. Each of the then-serving directors attended, in person or virtually, at least 75% of the 10 meetings of the Board and the meetings of the Board committees on which each director served during the fiscal year ended June 30, 2022.
Annual meeting attendance. The Board does not have a formal policy relating to Board members’ attendance at annual shareholder meetings. Our directors are, however, encouraged to attend these meetings and all but one of the then-serving directors attended the virtual 2021 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, as set forth in the User’s Guide of this Proxy Statement, 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.
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
2022 PROXY STATEMENT  |  11

TABLE OF CONTENTS

How We Govern the Company
oversees the Company’s Data Security Incident Response Plan, which serves as a Company-wide guide to facilitate a systematic response to security incidents and is designed to prevent or minimize disruption of critical information systems, to minimize loss or theft of sensitive or critical information, and to quickly and efficiently remediate and recover from security events. While the Board has overall responsibility for risk management, each of the Board committees has supporting responsibility for risk management and makes periodic updates to the full Board. Their specific areas of responsibility are:
The Audit Committee discusses and approves policies with respect to risk assessment and risk management. The Audit Committee oversees the management of financial risks and monitors management’s responsibility to identify, assess, and manage risks. The Audit Committee is also responsible for overseeing risks relating to cybersecurity.
The Compensation Committee is responsible for overseeing our executive compensation programs and reviewing risks relating to our overall compensation plans and arrangements.
The Nominating and Corporate Governance Committee manages risks associated with potential conflicts of interest pursuant to our Code of Business Conduct and Ethics (the “Code of Ethics”) and reviews governance and compliance issues with a view to managing associated risks.
The Technology Committee is responsible for reviewing risks associated with significant technology investment and/or deployment.
While each Board committee is responsible for regularly reviewing, evaluating, and overseeing the management of such risks, the Board is regularly informed of such risks through committee reports. In addition, the Board and the Board committees receive regular reports from the Company’s Chief Financial Officer, General Counsel, Executive and Senior Vice Presidents, and other personnel with roles in managing risks. The Compensation Committee is also advised by its independent compensation consultant, which periodically reviews the risks relating to the Company’s compensation practices. The Company’s leadership team meets with the General Counsel and head of Internal Audit to discuss and evaluate risks applicable to the Company.
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:
High professional and personal ethics and values;
A strong record of significant leadership and meaningful accomplishments in his or her field;
Broad experience;
The ability to think strategically;
Sufficient time to carry out the duties of Board membership; and
A commitment to enhancing shareholder value and representing the interests of all shareholders.
Candidates are evaluated based on these qualification standards and the current needs of the Board, with due consideration to the requirement of our Corporate Governance Guidelines and New York Stock Exchange (“NYSE”) and SEC regulations that at least a majority of the Board consists of independent directors. In addition, when considering nominees to the Board and in evaluating the composition of the Board as a whole, the Nominating and Corporate Governance Committee considers the value of diversity.
The Company’s policies for, and commitments to, diversity are contained within the Code of Ethics, which explicitly provides that the Company will not discriminate against anyone on the basis of race, color, gender, sexual orientation or identity, religion, age, national origin, disability, or any other classification protected by law.
Consistent with this commitment, the Nominating and Corporate Governance Committee, when seeking new director candidates, considers and values diversity in all the attributes covered in the Code of Ethics, as well as diverse skills and experiences, such as an understanding of the retail industry, the haircare market, finance, accounting, marketing, technology, and international experience. The Nominating and Corporate Governance Committee expects every member of the Board and every director candidate to be able to act effectively on behalf of shareholders and stakeholders.
12  |  
 

TABLE OF CONTENTS

How We, the Directors, Are Governed
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 Corporate Secretary, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416.
How We, the Directors, Are Governed
Our corporate governance provisions that relate to our Board are summarized in the preceding section. Our compensation governance provisions are summarized in the Compensation Discussion and Analysis section of this Proxy Statement. Our Corporate Governance Guidelines are posted on our website at www.regiscorp.com. This information is also available in printed form free of charge to any shareholder who requests it by writing to our Corporate Secretary, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416.
Code of Business Conduct and Ethics. The Board has adopted the Code of Ethics, which applies to all our employees, directors, and officers, including our President and Chief Executive Officer, Chief Financial Officer, Controller, and other senior financial officers. The Code of Ethics, as applied to our principal financial officers, constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of business conduct and ethics” within the meaning of the listing standards of the NYSE. The Code of Ethics is posted on our website at www.regiscorp.com. The Code of Ethics is also available in printed form free of charge to any shareholder who requests it by writing to our Corporate Secretary, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416. We intend to promptly disclose future amendments to certain provisions of the Code of Ethics and any waivers of provisions of the Code of Ethics that are required to be disclosed under the rules of the SEC or under the listing standards of the NYSE, at the same location on our website.
Related Party Transactions. Our Board has adopted a Related Party Transaction Approval Policy requiring approval of all related party transactions for amounts exceeding $10,000 for the fiscal year. We did not have any related party transactions during fiscal 2022.
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.
2022 PROXY STATEMENT  |  13

TABLE OF CONTENTS

Our Board’s Committees

Our Board’s Committees
The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Technology Committee. The composition of these Board committees at fiscal year-end is set forth below.
Director Name
Audit
Compensation
Nominating and
Corporate Governance
Technology
Lockie Andrews
Matthew Doctor
David J. Grissen
ACFE
Mark S. Light
CHAIR
Michael Mansbach
 CHAIR
Michael J. Merriman
 ACFE, CHAIR
M. Ann Rhoades
 CHAIR
Meetings during fiscal 2022
4
11
7
6
ACFE = Audit Committee Financial Expert
CHAIR = Board Committee Chair
The Board has determined that all members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee qualify as independent directors as defined under the NYSE corporate governance rules.
The charters of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Technology 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 Corporate Secretary, Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416. The charters include information regarding the committees’ composition, purpose, and responsibilities.
Audit Committee
The Audit Committee assists the Board in discharging its oversight responsibility to the shareholders and investment community regarding: (i) the integrity of the Company’s financial statements and financial reporting processes; (ii) the Company’s internal accounting systems and financial and operational controls; (iii) the Company’s audit, accounting, and financial reporting processes; (iv) the engagement, qualifications, and independence of the independent auditor; (v) the performance of the Company’s internal audit activities; and (vi) compliance with the Company’s ethics programs, including the Code of Ethics, the whistle-blower policy, and legal and regulatory requirements.
In carrying out these duties, the Audit Committee maintains free and open communication among the Board, the independent auditor, and the Company’s management. The Audit Committee meets with management and the independent auditor at least quarterly, generally prior to the Company’s earnings releases to discuss the results of the independent auditor’s quarterly reviews and fiscal year-end audit.
The Board has determined that all members of the Audit Committee meet the NYSE definitions of independence and financial literacy for Audit Committee members. In addition, the Board has determined that each of Mr. Merriman and Mr. Grissen, both of whom are independent directors, is an audit committee financial expert (“ACFE”) for purposes of the SEC rules and possesses accounting or related financial management expertise required by the NYSE. Members serving on the Audit Committee do not currently serve on the audit committees of more than three public companies.
Compensation Committee
The primary responsibilities of the Compensation Committee are to determine and approve, or to make recommendations to the Board with respect to, the compensation and benefits packages of the Company’s executives and to consider and to recommend incentive compensation and equity-based compensation plans. The Compensation Committee also reviews director
14  |  
 

TABLE OF CONTENTS

Our Board’s Committees
compensation, oversees the evaluation of the Chief Executive Officer, and evaluates on an annual basis its own performance and the adequacy of its charter. Additional information about the responsibilities of the Compensation Committee is provided below in the Compensation Discussion and Analysis section of this Proxy Statement. The Board has determined that all members of the Compensation Committee meet the NYSE definition of independence applicable to Compensation Committee members.
Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee is or has been an employee of the Company. None of our executives served on the board of directors or compensation committee of another entity that has an executive officer serving on the Board or the Compensation Committee.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee discharges the Board’s responsibilities related to general corporate governance, including Board organization, membership, and evaluation. The Nominating and Corporate Governance Committee also monitors Board qualifications and orientation of new directors, manages the annual Chief Executive Officer evaluation, reviews and resolves any director conflicts of interest, and presents qualified individuals for election to the Board. In addition, the Nominating and Corporate Governance Committee annually reviews the Corporate Governance Guidelines. It also reviews and approves, if appropriate, any related party transactions in accordance with the Company’s Related Party Transaction Approval Policy. Finally, the Nominating and Corporate Governance Committee oversees the evaluation of the performance of the Board and each standing committee of the Board. For further information regarding our director nomination process, see “Director Nomination Process” above.
Technology Committee
The Technology Committee assists the Board by overseeing the Company’s technology strategy and planning, investments, prioritization, degree and pace of innovation, and related business purposes. The Technology Committee monitors the continuous flow of innovative, differentiated, leadership products in the markets currently served by the Company, and plans for the insertion of new technology into the Company’s long-range strategic plan. The Technology Committee also reviews and recommends disruptive products and technologies and reviews the costs, benefits, risks, and prioritization associated with significant technology investments and deployments. In addition, the Technology Committee reviews the Company’s cybersecurity measures and response plans and the adequacy of processes, tools, facilities, and technology leadership connected with product and technology development.
2022 PROXY STATEMENT  |  15

TABLE OF CONTENTS

How Our Directors Are Paid

How Our Directors Are Paid
We designed our director compensation program to address the time, effort, expertise, and accountability required of active Board membership, with consideration given to industry comparisons of directors’ compensation. Our Board believes that annual compensation for non-employee directors should consist of both cash, to compensate directors for their service on the Board and its committees, and equity, to align the interests of directors and our shareholders. By vesting over time, equity awards also create an incentive for continued service on our Board.
Compensation of our directors is reviewed and determined by the Board on an annual basis. Employee directors do not receive any cash or other compensation for their services as directors. Each of the cash compensation and the equity compensation for non-employee directors who serve during only a portion of a fiscal year is pro-rated. In October 2021, for the fourth year in a row, the Board reviewed our director compensation and determined to not to increase the compensation program for fiscal 2022, which is described below:
An annual cash retainer of $70,000, which is paid quarterly;
An annual cash retainer of $20,000, $15,000, $12,500, and $20,000 for the chairs of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Technology Committee, respectively;
An annual grant of restricted stock units valued at $110,000, which vests monthly over a period of one year and pays out when the director leaves the Board, generally granted on the date of the director’s election or re-election at the annual meeting of shareholders; and
An annual grant of restricted stock units valued at $90,000 payable to our independent Chair of the Board, which vests monthly over a period of one year and pays out when the Chair leaves the Board, generally granted on the date of the Chair’s re-election at the annual meeting of shareholders.
16  |  
 

TABLE OF CONTENTS

Fiscal 2022 Director Compensation Table
Fiscal 2022 Director Compensation Table
The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2022, information concerning their annual and long-term compensation earned during such fiscal year.
Director Name
Fees Earned or Paid
in Cash ($)
Stock Awards1, 2
($)
Total ($)
Lockie Andrews
70,000
110,000
180,000
Daniel G. Beltzman3
67,500
199,998
267,498
David J. Grissen4
73,958
199,999
273,957
Mark S. Light
78,542
110,000
188,542
Michael Mansbach
90,000
110,000
200,000
Michael J. Merriman
90,000
110,000
200,000
M. Ann Rhoades
85,000
110,000
195,000
1
Values expressed represent the aggregate grant date fair value of restricted stock units granted during fiscal 2022, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 for a description of the assumptions used in calculating these amounts. Values end with rounding difference due to full number of shares at fair market value.
2
Routine annual grants of restricted stock units were made to the directors on November 5, 2021.
3
Mr. Beltzman resigned from the Board effective November 14, 2021, and in connection with his resignation, forfeited the restricted stock units he received on November 5, 2021.
4
Mr. Grissen was appointed as Chair of the Board effective November 14, 2021, and in connection with his appointment, received a grant of restricted stock units valued at $90,000.
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, 2022:
Director Name
Aggregate Stock Awards
Outstanding as of 06/30/22 (#)
Aggregate Option Awards
Outstanding as of 06/30/22 (#)
Lockie Andrews
42,842
David J. Grissen
155,192
Mark S. Light
100,647
Michael Mansbach
43,767
Michael J. Merriman
111,041
M. Ann Rhoades
89,151
For fiscal 2023, to preserve shares under the 2018 Long Term Plan, the Board determined to make the following changes to the director compensation program described above:
Instead of an annual grant of restricted stock units valued at $110,000, an annual grant of 90,000 options to purchase shares of the Company’s common stock, which vests monthly over a period of one year and pays out when the director leaves the Board, generally granted on the date of the director’s election or re-election at the annual meeting of shareholders; and
Instead of an annual grant of restricted stock units valued at $90,000 payable to our independent Chair of the Board, an annual grant of 75,000 options to purchase shares of the Company’s common stock, payable to our independent Chair of the Board, which vests monthly over a period of one year and pays out when the Chair leaves the Board, generally granted on the date of the Chair’s re-election at the annual meeting of shareholders.
2022 PROXY STATEMENT  |  17

TABLE OF CONTENTS


18  |  
 

TABLE OF CONTENTS

APPROVAL OF ADVISORY VOTE
ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
As required by SEC rules, we are providing shareholders with an annual, non-binding advisory vote to approve the executive compensation as disclosed in the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement. At the Annual Meeting, shareholders will vote on the following advisory resolution regarding the compensation of our Named Executive Officers as described in this Proxy Statement (commonly referred to as “Say-on-Pay”):
“RESOLVED, that the shareholders of Regis Corporation approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the ‘Compensation Discussion and Analysis’ section, and compensation tables and narrative discussion contained in the ‘Executive Compensation’ section in this Proxy Statement.”
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. We believe that we can best achieve these goals by providing our executives with a mix of compensation elements that incorporate cash and equity, as well as short-term and long-term components, and that are tied to our business goals, all as described in the following CD&A section of this Proxy Statement.
As described in the CD&A section of this Proxy Statement, we believe our fiscal 2022 results continue to yield the pay-for-performance alignment that the Compensation Committee is seeking for our shareholders. Given the current state of our business transformation, our annual incentive program for fiscal 2022 was heavily focused on executing operational changes critical to our future success, many of which were tailored to each individual Named Executive Officer, or paying to recognize our Named Executive Officers’ achievements of strategic initiatives we identified during the year as we pivoted toward our go-forward strategy. Importantly, we exited the technology business through the sale of our proprietary salon management system, Opensalon® Pro, to Zenoti, we strengthened our relationship with our franchisees, we worked on solutions to amend our existing credit agreement and to extend the maturity, and we achieved G&A savings of approximately $37 million.
For a comprehensive description of our executive compensation program, philosophy, and objectives, including the specific elements of executive compensation that comprised the program in fiscal 2022, please refer to the CD&A section, as well as the Summary Compensation Table and other executive compensation tables (and accompanying narrative disclosures) that follow the CD&A section, in this Proxy Statement.
This advisory vote will not affect any compensation already paid or awarded to our Named Executive Officers and will not be binding on the Board or the Compensation Committee. However, the Compensation Committee will review and carefully consider the outcome of the vote. If there is a significant number of negative votes, the Compensation Committee will seek to understand the concerns that influenced the vote and consider them in making future executive compensation decisions.
Upon the recommendation of the Compensation Committee of the Board, the Board unanimously recommends a vote FOR the approval of the compensation of our Named Executive Officers.
2022 PROXY STATEMENT  |  19

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Background
Our Company
At Regis, we exist to unleash the beauty of potential. We have defined four specific values and reciprocal behaviors that will drive our direction and actions:
Foster Trust. Create powerful relationships by acting with empathy and integrity.
Create Community. Connect and collaborate with all your partners. Share the challenges as much as you celebrate the wins.
Be Brave. Dream big and courageously challenge the status quo.
Own It. You are empowered. Take responsibility and own your role and your results.
These values are who we are, they’re why we are. We live by these values every single day via our employees, franchisees, stylists, brands, services, and products. Our brands, which include Supercuts, SmartStyle, Cost Cutters, Roosters, and First Choice Haircutters, are in the business of making people look and feel their best.
As of June 30, 2022, the Company franchised, owned, or held ownership interests in 5,576 salon and beauty school locations in North America and beyond. We have substantially completed our multi-year transformation to an asset-light, technology-enabled, fully franchised business with only 105 Company-owned salons remaining.
We believe in creating a culture of striving for the best for our approximately 630 employees, 122 of whom were corporate employees serving the Company’s headquarters in Minnesota, 10 of whom served at our product engineering headquarters in California, 52 of whom provided artistic education to our hair care salons, and the remainder of whom served as field employees or at our company-owned salons. We enable hundreds of people to become small business owners through our franchise system. And, that culture is also diverse and inclusive; approximately 85% of our employees are women, and 32% of are racial and ethnic minorities.
Shifting Our Focus Back to Haircare
In August 2019, we announced plans to transition to an asset-light, fully franchised model. Since that time, we worked to convert substantially all our company-owned salons to franchised salons and we have transformed our merchandising strategy by outsourcing our product distribution business as part of our transition to an asset-light, fully franchised model. As of June 30, 2022, 98.1% of our salons are owned by franchisees, consisting mainly of the Supercuts, SmartStyle, Cost Cutters, First Choice Haircutters, and Roosters brands.
After substantially completing our multi-year business model transformation, in fiscal 2022, we finalized a corporate reorganization based on a zero-based budgeting philosophy to ensure that each of our employees was performing the right work, that each business team was the right size based on available resources and our strategic priorities, and that we had the right structure to succeed as a company.
With these leadership changes in place mid-way through fiscal 2022, we shifted our focus back to haircare by exiting the technology business through the sale of our Opensalon® Pro salon management system to Zenoti, pursuant to which Zenoti will help our franchisees deliver a modern, digital experience to drive engagement with customers, and to building strong relationships with our franchisees. We also worked on solutions to amend our existing credit agreement and to extend the maturity, which will provide us with the liquidity and time needed to invest in, and execute on, our strategic initiatives. Along with these efforts, we exceeded our threshold level of liquidity and achieved approximately $37 million in people and non-people general and administrative (“G&A”) expenses savings.
20  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Our Named Executive Officers
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”). For fiscal 2022, our NEOs are:
Name
Title
Period of Employment
Matthew Doctor
President and Chief Executive Officer
February 2021 – present
Kersten D. Zupfer
Executive Vice President and Chief Financial Officer
February 2007 – present
Jim B. Lain
Executive Vice President and Chief Operating Officer
November 2013 – July 2020
November 2020 – present
Felipe A. Athayde
Former President and Chief Executive Officer
October 2020 – March 2022
Executive Summary
Our Executive Pay Plan
Our fiscal 2022 compensation plan includes four main components: base salary, short-term incentives, a matching share program, and long-term incentives.
The cash elements of our fiscal 2022 compensation plan include:
Element
Form
Metric
Performance Period
Objective
Base Salary
Cash
Fixed
N/A
Provide a base level of compensation for executive talent.
Short Term Incentives (Annual Incentive Compensation (“AIC”) and Discretionary Bonuses)
Cash
Variable compensation component based on performance against financial goals and assessment of individual metrics
1 year
Motivate executives to meet and exceed objectives aligned with our strategic plan
In fiscal 2022, our compensation plan included a matching share program as part of our long-term incentive plan. Under our matching share program, we offered our executives the opportunity to contribute up to 50% of their fiscal 2021 non-equity cash incentive awards received to purchase shares of our common stock, which are matched with a grant of restricted stock units (“RSUs”) equal to a value of up to 200% of the contribution for a 50% contribution (100% for a 25% contribution). Matching RSUs granted in fiscal 2022 vest as to 20%, 20%, and 60% of the RSUs on the first, second, and third anniversaries of the grant date.
In 2022, we also offered to our executives equity awards, which were delivered half in the form of stock options and half in the form of cash-settled stock appreciation rights and were structured to compensate leaders only to the extent our shareholders benefited through stock price appreciation. These awards vest on the first three annual anniversaries of the date of grant in increments of 20%, 20%, and 60%, respectively.
Information about changes to our long-term incentive plan that were approved subsequent to fiscal 2022 are described below.
Our 2021 Say-on-Pay Vote Result
At our 2021 annual meeting of shareholders, shareholders holding approximately 92% of the votes cast on our say-on-pay proposal voted in favor of our executive compensation program.
2022 PROXY STATEMENT  |  21

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
How We Design Executive Pay
Compensation Philosophy
Our executive compensation programs are based on our belief that attracting, retaining, and motivating talented executives is critical to the maintenance of our competitive advantage in the haircare industry and to the achievement of the business goals set by the Board. Accordingly, our executive compensation programs are designed to reward executives for achieving our financial and business goals, while also aligning our executives’ interests with those of our shareholders.
The Compensation Committee has adopted a compensation philosophy that centers on the following guiding principles:
Generally target total direct compensation at market rates, with the following considerations:
Achieving our desired competitive position will occur over time and will consider not only the total program value, but also the reward vehicles that are used (i.e., performance-based incentives versus fixed benefits).
Moving toward the market median will consider our size and performance relative to peers (noted below) to ensure that targeted compensation is appropriately calibrated and that realizable compensation is consistent with absolute and relative performance.
Specific to 2022, most of our executives were relatively new to Regis, and their compensatory arrangements were set, in part, based on our negotiations with each executive, taking into account the executive’s experience and the compensation level required for us to attract them to join Regis. However, the compensation philosophy described above will generally apply to annual adjustments to these executives’ compensation going forward.
Align with shareholder interests by designing a compensation portfolio that pays for performance.
For fiscal 2022, the Compensation Committee initially set particular financial and operational objectives related to our continuing conversion to a fully franchised model. In connection with the leadership changes made during fiscal 2022, we shifted our focus back to haircare, causing us to pivot from some of our original objectives. Given the significant accomplishments made in this area, the Compensation Committee determined to pay bonuses in recognition of the initiatives that now position us to execute on our go-forward strategy.
The Compensation Committee also recognizes the need to remain flexible to address particular circumstances as they arise so that we can remain competitive in retaining talent and to incentivize executives to achieve our current strategic objectives.
Review of External Market Data
The Compensation Committee considers compensation in the external market as one factor in its executive compensation decisions, examining both relevant broad retail industry data and data from a group of companies it considers its peers. At the beginning of fiscal 2021, with the assistance of its independent compensation consultant, Pay Governance LLC (“Pay Governance”), the Compensation Committee first selected the following set of peer companies to be used for compensation benchmarking purposes:
Biglari Holdings Inc.
e.l.f. Beauty, Inc.
Nature’s Sunshine Products, Inc.
Carriage Services Inc.
El Pollo Loco Holdings, Inc.
OneSpaWorld Holdings Limited
Del Taco Restaurants, Inc.
Franchise Group, Inc.
Ruth’s Hospitality Group, Inc.
Denny’s Corporation
Jack in the Box Inc.
Select Interior Concepts, Inc.
Dine Brands Global, Inc.
Lifevantage Corporation
StoneMor Inc.
In fiscal 2022, we did not make routine changes to base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not benchmark our fiscal 2022 executive compensation against our peer group or the broader market. In fiscal 2022, the Compensation Committee approved compensation levels for all executives, including Mr. Doctor in connection with his appointment as our President and Chief Executive Officer, as described below.
22  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Role of the Compensation Committee
The Compensation Committee is charged with developing and administering the base salary, annual and long-term incentives, and benefit programs for our executives. Our annual cash incentive program is typically referred to as our “bonus” program, and the bonus payments are generally reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table of this Proxy Statement. In developing our compensation programs, a basic objective for the Compensation Committee was that the total compensation awarded to the NEOs be fair, reasonable, and competitive in relation to the median compensation for similar positions within our peer group, as identified above, as well as in the broader retail market. This objective is consistent with our executive pay philosophy.
The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to the compensation of our executives. Accordingly, the primary duties and responsibilities of the Compensation Committee are:
to determine and approve, or make recommendations to the Board with respect to, the compensation of all executives; and
to consider and recommend the structure of, and changes to, our incentive compensation, equity-based plans, and benefit programs.
Role of Executive Officers in Compensation Decisions
Our President and Chief Executive Officer furnishes his input to the Compensation Committee regarding the compensation of the Company’s executives, including the other NEOs, and he may be present during deliberations and voting on the other executives’ compensation. However, our President and Chief Executive Officer is not present during deliberations and voting regarding his own compensation or during other executive sessions of the Compensation Committee.
Role of the Independent Compensation Consultant
Since fiscal 2018, the Compensation Committee has engaged Pay Governance LLC (“Pay Governance”), an independent consulting firm, to provide to it executive compensation consulting services. The Compensation Committee assessed Pay Governance’s independence pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent Pay Governance from independently representing the Compensation Committee.
Since it was engaged by the Compensation Committee, Pay Governance worked with the Compensation Committee and Company management to establish incentive plan designs, supported the Compensation Committee with shareholder engagement efforts, and assisted the Compensation Committee on other activities in support of its responsibilities as set forth in its charter. The Chair of the Compensation Committee worked directly with Pay Governance to determine the scope of the work needed to assist the Compensation Committee in its decision-making processes. Pay Governance worked with management, at the direction of the Compensation Committee, to fully understand the future business direction and the historical, current, and desired future direction of our pay policies and practices, as well as to facilitate the development of our compensation strategies, including the approach to determining compensation levels.
2022 PROXY STATEMENT  |  23

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Elements of the Executive Compensation Program
in Fiscal 2022
Base Salary Decisions for Fiscal 2022
The Compensation Committee modified our NEOs’ base salaries for fiscal 2022 as follows:
In December 2021, Mr. Doctor’s base salary was increased from $350,000 to $550,000 in connection with his appointment as Interim Chief Executive Officer of the Company and to a pay level commensurate with his new role and his experience;
In May 2022, Mr. Doctor’s base salary was again increased from $550,000 to $600,000 in connection with his promotion to President and Chief Executive Officer, and the increase was determined with the assistance of an independent compensation consultant, Pay Governance LLC, and included a review of CEO compensation levels and trends across similarly situated companies, as described in greater detail below; and
In December 2021, Mr. Lain’s base salary was increased from $350,000 to $425,000 in connection with his promotion to Chief Operating Officer and to a pay level commensurate with his new role and his experience.
As a result, base salaries for our NEOs for fiscal 2022 were as follows:
Name
Base Salary at June 30, 2021
(Annualized)
($)
Base Salary at June 30, 2022
(or Date of Termination, if earlier)
(Annualized)
($)
Increase/(Decrease)
(%)
Matthew Doctor1
350,000
458,333
31.0
Kersten D. Zupfer
425,000
425,000
Jim B. Lain2
350,000
387,500
10.7
Felipe A. Athayde
700,000
700,000
1
Mr. Doctor’s base salary was $350,000 until December 23, 2021, which then increased to $550,000 to align with his increased level of responsibilities associated with becoming the Interim Chief Executive Officer of the Company, and then increased to $600,000 on May 5, 2022 to align with his increased level of responsibilities associated with becoming the President and Chief Executive Officer of the Company. The Base Salary at June 30, 2022 reported above reflects the blended rate of base salaries in effect for different portions of fiscal 2022.
2
Mr. Lain’s base salary was $350,000 until December 23, 2021, which then increased to $550,000 to align with his increased level of responsibilities associated with becoming the Chief Operating Officer of the Company. The Base Salary at June 30, 2022 reported above reflects the blended rate of base salaries in effect for different portions of fiscal 2022.
Short Term Incentive Decisions for Fiscal 2022
Annual Incentive Compensation
The Compensation Committee determines the annual incentive compensation (“AIC”) payouts each year in accordance with our Short Term Incentive Plan (“Short Term Plan”).
The Compensation Committee annually selects AIC metrics for the Short Term Plan that align executives’ incentives with our strategic objectives. For fiscal 2022, the Compensation Committee set a Company performance metric tied to target adjusted EBITDA (excluding AIC and discretionary bonus payouts) and individual performance metrics for each of the executives. The Company performance metric was weighted at 20% of the Short Term Plan payout and the individual performance metrics were weighted, collectively, at 80% of the Short Term Plan payout. Further, the Compensation Committee applied a liquidity funding gate to the Short Term Plan, whereby if the Company failed to meet a specific liquidity goal, then there would be no payout of any AIC payout amounts.
Name
Target AIC (as a Percentage (%) of Salary)
Target AIC ($)
Matthew Doctor1
125
430,833
Kersten D. Zupfer2
70
286,875
Jim B. Lain
70
271,250
1
Mr. Doctor’s base salary increased during fiscal 2022. In addition, Mr. Doctor’s Target AIC Percentage was 70% until December 23, 2021, which then increased to 100% to align with his increased level of responsibilities associated with becoming the Interim Chief Executive Officer of the Company, and then increased to 125% on May 5, 2022 to align with his increased level of responsibilities associated with becoming the President and Chief Executive Officer of the Company. The Target AIC reported above reflects the blended rate of base salaries and Target AIC Percentages in effect for different portions of fiscal 2022.
2
Ms. Zupfer’s Target AIC Percentage was 60% until October 15, 2021, which then increased to 70% to align with her increased level of responsibilities. The Target AIC reported above reflects this blended rate.
24  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
For 2022, the individual performance metrics were designed to align key initiatives related to the Company’s continuing transformation underway at the time. Mid-way through fiscal 2022, the Board made several leadership changes and also shifted the Company’s strategic focus back to haircare. As a result, the Company pivoted away from some of the previously set targets. Certain AIC metrics were revised, either specifically or directionally, to ensure that the management team was aligned toward the new initiatives regardless of the impact on the AIC targets previously set.
Following the end of fiscal 2022, in August 2022, the Compensation Committee evaluated the executives’ performance against the AIC metrics, as described in further detail below. As an initial matter, the Compensation Committee determined that the Company achieved $44.75 million as compared to the liquidity funding threshold of $15 million, which is measured as the gap between total liquidity and debt covenant requirements, such that the Company performance goal has been achieved by each of the executives.
The tables below reflect the AIC metrics initially set for each NEO that remained in effect as of the end of the fiscal year, and the level of achievement of such metrics.
Performance Measure
Weighting1
Performance Goal2
Award Multiplier
Actual Result
Achievement as a % of Total AIC Target
Company Performance Goal (Adjusted EBITDA excluding AIC and discretionary bonus payouts)
20% of Total AIC (All NEOs)
Target
Adjusted EBITDA of no less than $9.5 million (excluding AIC and discretionary bonus payouts)
100%
Adjusted EBITDA = $3.04 million (32% of target for this metric)
6.4%
Improvement of Same Store Sales (“SSS”) (2 years)
20% (Doctor/Lain) 16% (Zupfer)
Maximum
SSS ≥+3% as compared to Budget
150%
0%
0%
Target
SSS at Budget
100%
Capital Structure
20% (Doctor/Zupfer)
Threshold/Target
Create a capital structure plan and secure funding by August 31, 2022 or by the time Form 10-K is filed
100%
100% of target for this metric
20%
G&A Savings
20% (Zupfer) 12% (Doctor/Lain)
Maximum
Adjusted G&A expenses of no more than $73.9 million
200%
200% of threshold/target for this metric
40% (Zupfer) 24% (Doctor/Lain)
Threshold/Target
Adjusted G&A expenses of no more than $78.9 million
100%
Liquidity
12% (Zupfer)
Threshold/Target
Achieve liquidity of $15 million
100%
100% of threshold/target for this metric
12%
Salon Closings
8% (Lain)
Maximum
Mitigate a specified number of franchise-owned salons closing during the year
100%
0%
0%
Target
Mitigate approximately one-half a specified number of franchise-owned salons closing
50%
Launch Values Based Culture
8% (All NEOs)
Threshold/Target
Conduct quarterly appraisals of employee objectives, implement performance-based pay and execute other franchisee and employee communications and engagement initiatives
100%
75% of threshold/target for this metric
6%
Stand Up Analytics Team
4% (Zupfer)
Threshold/Target
Design and implement business analytics and performance analysis capabilities
100%
100% of threshold/target for this metric
4%
1
Weighting percentage is a percentage of the total AIC target.
2
If the measured amount achieved is between certain of the performance goals, the award multiplier will be determined through linear interpolation, with the exception of the Capital Structure goal. For the Company Performance Goal, Improvement of SSS (2 years) Goal, and Salon Closings Goal, a payout, calculated based on linear interpolation, was available for any level of achievement below target.
2022 PROXY STATEMENT  |  25

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
The weighting percentages for each NEO above add up to less than 100% because some of the original metrics were abandoned or revised mid-year to align with the Company’s revised strategic focus. In particular, original goals related to Opensalon Pro became impracticable in light of the Company’s plan to sell the Opensalon Pro platform to Zenoti.
In setting the above AIC metrics for fiscal 2022, the Compensation Committee:
Defined adjusted EBITDA as forth on Appendix A, excluding AIC and discretionary bonus payouts. A reconciliation to GAAP net loss is included in the Company’s earnings release announcing results for the fiscal year ended June 30, 2022.
Defined achievement of Improvement of Same Store Sales (2 years) based upon an expectation that the Company must come within a blended rate of -9% of Same Store Sales from 2 years ago (“Budget”); and
Defined achievement of the Liquidity metric based upon the measurement of the gap between total liquidity and debt covenant requirements.
In addition to the payouts based on the level of achievement of the financial and operational metrics described above, in recognition of the Company’s strategic pivot during the year and other accomplishments, the Compensation Committee approved the following performance recognition payments following the end of the fiscal 2022 performance period:
Added five percentage points of weighting to Mr. Doctor’s AIC metric tied to Capital Structure to recognize his outstanding efforts working with investment banks toward a transaction to amend and extend the Company’s credit facility, resulting in an incremental $17,233.
Approved payments to Mr. Doctor and Mr. Lain in the amounts of $68,933 and $43,400, respectively, to recognize their efforts related to the sale of the Opensalon pro platform to Zenoti in a transaction that increased cash flows, reduced G&A, allowed the Company to exit the technology business, and provided franchisees with a top-of-the-line salon management product.
Approved payment to Mr. Lain in the amount of $43,400 in recognition of his outstanding efforts in building strong relationships with franchisees, which amount approximated 20% of the original metric tied to Operational Excellence.
Each executive received the respective payouts set forth in the tables above. In each case, the Compensation Committee’s determinations were subject to completion of the audit of the Company’s annual financial statements. Accordingly, the resulting fiscal 2022 total AIC payouts are listed in the table to the right for the executives who were eligible for such payments under the Short Term Plan. Upon Mr. Athayde’s resignation, he ceased to be eligible for a payout under the Short Term Plan. Most of the calculated portion of the AIC payout related to the achievement metrics set at the beginning of the fiscal year is reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. The additional performance recognition payments and are reported in the Summary Compensation Table under the “Bonus” column. In addition, a small portion of Ms. Zupfer’s AIC payout is reported under the “Bonus” column because the performance was substantially complete, such that the payout was not substantially uncertain, at the time the metric was set and communicated to Ms. Zupfer.
NEO
Calculated AIC %
Total AIC Payout ($)
Additional
Performance
Recognition
Payments ($)
Total Payout ($)
Matthew Doctor
56.4
242,990
86,166
329,156
Kersten D. Zupfer
88.4
253,598
253,598
Jim B. Lain
36.4
98,735
86,800
185,535
SPMP and Matching RSU Grants in Fiscal 2022
In fiscal 2019, we adopted our Stock Purchase and Matching RSU Program (“SPMP”), under which our executives and other eligible employee participants are able to elect to contribute up to half of their earned annual bonus under the Short Term Plan, net of normalized tax withholding, to purchase shares of our common stock and the Company will provide a matching grant of
26  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
RSUs with a value equal to up to 200% of their contribution to the plan (before deducting any related or normalized tax withholding). These RSUs are subject to a three-year vesting condition where the RSUs vest 20%, 20%, and 60% on the first, second, and third anniversaries of the grant date and participants are also required to hold their underlying purchased shares for the same period.
Beginning with fiscal 2019 earned bonuses, eligible executives could elect to contribute 25% of their earned bonus, net of normalized tax withholding, to purchase shares and receive a 100% match on their contribution (before deducting any related or normalized tax withholding); and eligible executives could elect to contribute 50% of their earned bonuses, net of normalized tax withholding, to share purchases and receive a 200% match on their contribution (before deducting any related or normalized tax withholding). Mr. Doctor, Ms. Zupfer, and Mr. Athayde participated in the SPMP during fiscal 2022, by each contributing 50% of their fiscal 2021 bonus payout to purchase shares and receive a matching grant of RSUs equal to 200% of their contribution.
Name
% of Fiscal 2021
Bonus Payout Contributed
Mathew Doctor
50
Kersten D. Zupfer
50
Felipe A. Athayde
50
In August 2022, the Compensation Committee determined to discontinue the SPMP beginning in fiscal 2023, and thus, executives will not have the opportunity to contribute a portion of their fiscal 2022 bonus payout.
Other Compensatory Decisions Applicable to Fiscal 2022
Compensation Arrangement with Mr. Doctor
On May 4, 2022, we extended an offer of employment to Mr. Doctor for the position of President and Chief Executive Officer of the Company. Before determining the final compensation arrangement to be offered, the Compensation Committee and the Board conferred with Pay Governance, reviewed CEO compensation levels and trends among the Company’s peer group and other similarly situated companies using SEC filings and publicly available data from relevant published survey sources, reviewed compensation levels for first-time CEOs, and considered other potential opportunities available in the market. Thereafter, Compensation Committee unanimously agreed upon the compensation package to be offered to Mr. Doctor. The terms of Mr. Doctor’s compensation arrangement, including his initial equity awards, are described in more detail below.
Other Outstanding Awards
From time to time, the Compensation Committee may also make equity grants in other circumstances, such as to recruit new executive talent, upon the promotion of an executive, and to retain key individuals. During the past three fiscal years, we made a significant number of changes to our executive team and granted these individuals equity awards as an inducement. The awards described below were granted prior to the most recently completed fiscal year and remained outstanding as of June 30, 2022 and are also reflected in the Outstanding Equity Awards table and Option Exercises and Stock Vested table below, as applicable.
In November 2021, the Compensation Committee granted equity awards to each of Mr. Doctor, Ms. Zupfer, and Mr. Lain, with such awards having the same terms as the other awards granted to NEOs in fiscal 2022, to align their level of equity incentives with their increased level of responsibility; and
In November 2019, the Compensation Committee granted an equity award to Ms. Zupfer, with such award having the same terms as the other awards granted to NEOs in fiscal 2021, to align her level of equity incentives with her increased level of responsibility.
In addition, Ms. Zupfer has outstanding equity awards that were granted prior to the adoption of our current executive pay plan in fiscal 2019.
PSUs with 2020-2022 Performance Period
In fiscal 2019, we granted to Ms. Zupfer PSUs that have a three-year performance period with performance accessed as of November 11, 2022. The fiscal 2019 PSUs performance measure was end-of-period share price, meaning the volume-weighted
2022 PROXY STATEMENT  |  27

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
average closing price of the Company’s common stock across the 50 trading days that end November 11, 2022. For Ms. Zupfer, the end-of-period share price must equal or exceed $25.82. After conclusion of the performance period, the number of PSUs earned will vest immediately upon certification by the Compensation Committee.
Benefits
Consistent with our current compensation philosophy, we provide minimal benefits, and these benefits align with the market median and with current market practices. The benefits we provided to our NEOs in fiscal 2022 are summarized in the footnotes to the Summary Compensation Table in this Proxy Statement or are otherwise reported in the accompanying tables, including footnotes. Current benefits for our NEOs include core benefits available to all full-time employees (e.g., coverage for medical, dental, prescription drugs, basic life insurance, and long-term disability coverage).
Key Compensatory Decisions Applicable to Fiscal 2023
Subsequent to fiscal 2022, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2023. Key changes to the compensation program for fiscal 2023 include:
Certification of ReFi Bonus—In connection with Mr. Doctor’s appointment as President and Chief Executive Officer of the Company, the Compensation Committee approved a bonus of $600,000 to be payable in fiscal 2023, the payout of which was contingent upon the occurrence of either a refinancing of the Company’s current bank loan with a third party or obtaining a minimum extension of 24 months with the current bank. In August 2022, the Company closed on a transaction that provided for an amendment of the Company’s existing credit agreement and an extension of the maturity for more than 24 months.
ReFi Recognition Bonus—The Compensation Committee approved discretionary bonuses in the amount of $100,000 to be paid to each of Mr. Doctor and Ms. Zupfer in fiscal 2023 due to their outstanding contributions toward closing on transaction to amend and extend the Company’s credit agreement in August 2022.
Discontinuation of the SPMP—The Compensation Committee discontinued the SPMP, as described above.
Adoption of Fiscal 2023 Long Term Incentive Plan Program—The Compensation Committee approved a new long-term equity incentive program for fiscal 2023. As discussed above, during fiscal 2022, we experienced significant changes in our leadership team. To align the reconstituted leadership team under our new President and Chief Executive Officer, and to provide equity compensation following the discontinuation of the SPMP, the Compensation Committee determined it was appropriate to award long term equity incentive awards for the executive officers for fiscal 2023. These awards were delivered half in the form of stock options and half in the form of cash-settled stock appreciation rights, compensating leaders only to the extent our shareholders benefit through stock price appreciation. The awards will vest on the first three annual anniversaries of the date of grant in equal increments of 33% of the shares. Consistent with past practice, the Compensation Committee expects these awards to provide the desired alignment of the leadership team with shareholders’ interests.
Adoption of the Amended and Restated Senior Executive Severance Policy—The Compensation Committee approved an Amended and Restated Senior Executive Severance Policy, effective beginning in fiscal 2023, which reduces the bonus component of the severance payout for participants who experience a qualifying termination within the first nine months of a fiscal year.
These changes described above will be discussed in more detail and reflected in the compensation tables in next year’s proxy statement.
28  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Governance Policies and Additional
Compensation-Related Items
We believe in holding ourselves to a high standard of ethics, transparency, and accountability. Accordingly, we have adopted corporate governance practices and policies that, in many cases, go beyond SEC and NYSE requirements to reflect emerging best practices.
Compensation Practice
Regis Policy
Independent Compensation
Committee
Our Compensation Committee is composed solely of directors who are independent under the standards of the SEC and the NYSE, including the higher standards applicable to Compensation Committee members.
Clawback Policy
Our “clawback” policy permits us to recover certain equity as well as cash incentive payments from executive officers whose misconduct or negligence resulted in a significant financial restatement.
Limited Severance Benefits
and Perks
We have benchmarked and implemented market severance terms (generally, base salary plus bonus, or two times base plus bonus after a change in control), while retaining our “double trigger” structure.
No Tax Gross-Ups
We do not provide tax gross-ups on perquisites or “golden parachute” payments.
Frozen Supplemental
Retirement Benefit Plan
We froze the benefits under our supplemental retirement benefit plan as of June 30, 2012, as well as certain executive life insurance benefits.
Stock Ownership Guidelines
We have meaningful stock ownership guidelines for our executives, discussed in more detail below.
Hedging Restrictions/
Prohibitions
Our Statement of Policy on Insider Trading prohibits our directors, officers, other employees, and designees of the foregoing from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, including shares held directly or indirectly (however, our policy does not prohibit general portfolio diversification transactions).
Pledging Restrictions/
Prohibitions
Our Statement of Policy on Insider Trading prohibits our employees, officers, and directors from holding our stock in a margin account or pledging it as collateral for a loan, except in the limited circumstance that an individual has demonstrated financial capacity to repay the loan without resort to the pledged securities and obtains approval from our General Counsel.
Independent Compensation
Consultant
Pay Governance LLC has advised our independent Compensation Committee since fiscal 2018.
Risk Assessment
We consider risk in our compensation programs and periodically conduct a risk assessment, which is led by our independent compensation consultant.
Annual Say-on-Pay Vote
Every year, we offer our shareholders the opportunity to cast an advisory vote on our executive compensation.
No Repricing or Exchange of
Underwater Options/SARs
Our plan prohibits the repricing or exchange of underwater stock options and stock appreciation rights without shareholder approval.
Stock Ownership by Our Continuing Named Executive Officers
The Board believes that each of our executives who has reached the level of Senior Vice President or above should be a shareholder and should have a significant financial stake in the Company. Accordingly, the Compensation Committee adopted stock ownership requirements, which are reflected in our Corporate Governance Guidelines, requiring each executive to hold our common stock having a fair market value equal to a multiple of their base salary, as set forth below:
Chief Executive Officer—3x annual base salary
Executive Vice President—2x annual base salary
Senior Vice President—1x annual base salary
2022 PROXY STATEMENT  |  29

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
The current stock ownership requirements were established in April 2013. All shares beneficially owned by an executive are included in the calculation, except that shares subject to performance-based vesting conditions, shares subject to unexercised stock options, and SARs are not included. For purposes of the stock ownership calculation, shares are valued at the greater of (i) the average closing price of one share of the Company’s common stock during the most recent fiscal year and (ii) the closing price on the last day of the most recent fiscal year.
In addition, our Corporate Governance Guidelines require 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. Accordingly, Mr. Doctor, Ms. Zupfer, and Mr. Lain remain subject to this holding requirement.
The Nominating and Corporate Governance Committee is responsible for measuring and monitoring compliance with these guidelines.
Name
Stock Ownership Guideline
Current Ownership Level1
Matthew Doctor
3x
0.4x
Kersten D. Zupfer
2x
1.2x
Jim B. Lain
2x
0.5x
1
As of the end of fiscal 2022.
Employment Agreements and Post-Employment Compensation
We are parties to certain compensatory arrangements with our NEOs, as described below under the “Summary of Executive Agreements” section of this Proxy Statement. The purpose of these arrangements is to reflect the compensatory terms agreed to in connection with attracting talented executives to our Company.
All of our NEOs are eligible for certain compensation and other benefits if his or her employment terminates due to certain articulated reasons (including in connection with a change in control). Receipt of these benefits generally requires the executive to comply with certain post-termination covenants and execute a release of claims in favor of the Company. The Compensation Committee and the Board recognize the importance of avoiding the distraction and loss of key management personnel that may occur in connection with certain leadership transitions, as well as any rumored or actual change in control of the Company. Accordingly, the Compensation Committee and the Board have structured the terms for severance to incentivize the executives to remain employed by the Company during any transition or while a transaction is under consideration or pending, and to not favor one transaction structure over another merely because of the impact on his or her compensation.
Deductibility of Executive Compensation
I.R.S. Code Section 162(m) precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” (which as of fiscal 2022, includes the President and Chief Executive Officer, Chief Financial Officer, our three other most highly compensated executives, and certain former employees identified as a covered employee in fiscal 2018 or any subsequent year).
The Compensation Committee continues to believe that a significant portion of our executives’ compensation should be tied to the Company’s performance and that shareholder interests are best served if the Company’s discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the Company. The Compensation Committee’s ability to continue to provide a competitive compensation package to attract, motivate, and retain the Company’s most senior executives is considered critical to the Company’s success and to advancing the interests of its shareholders.
Regulatory Considerations
The Compensation Committee considered (i) the accounting treatment of various types of equity-based compensation under Accounting Standards Codification (“ASC”) Topic 718 and (ii) the non-deductibility of excess parachute tax payments under Code Section 280G (and the related excise tax imposed on covered employees under Code Section 4999) in its design of executive compensation programs. In addition, the Compensation Committee considered other tax and accounting provisions in developing the compensation programs for our NEOs. These considerations included the special rules applicable to non-qualified deferred compensation arrangements under Code Section 409A, as well as the overall income tax rules applicable to various forms of compensation. While the Compensation Committee strove to compensate our NEOs in a manner that produced favorable tax and accounting treatment, its main objective was to develop fair and equitable compensation arrangements that appropriately motivate, reward, and retain those executives.
30  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with the management of the Company. Based on its review and related discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Mark S. Light
Michael J. Mansbach
Michael J. Merriman
M. Ann Rhoades, Chair
Members of the Compensation Committee
2022 PROXY STATEMENT  |  31

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table shows each individual who served as our principal executive officer in fiscal 2022 and the two other most highly compensated executive officers in fiscal 2022 who were still serving as such on June 30, 2022 (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, 2022 and 2021.
Name and
Principal Position
Fiscal
Year
Salary1
($)
Bonus2
($)
Stock
Awards3
($)
Option
Awards4
($)
Non-Equity
Incentive Plan
Compensation5
($)
All Other
Compensation6
($)
Total
($)
Matthew Doctor
President and Chief
Executive Officer7
2022
462,981
86,166
127,909
1,022,500
242,990
1,375
1,943,921
Kersten D. Zupfer
Executive Vice President
and Chief Financial Officer
2022
457,000
11,475
228,224
348,750
242,123
283
1,287,855
2021
457,000
300,721
228,225
270
986,216
Jim B. Lain
Executive Vice President
and Chief Operating Officer8
2022
389,519
86,800
310,000
98,735
15,084
900,138
Felipe A. Athayde
Former President and Chief Executive Officer9
2022
503,910
587,342
27,768
1,119,020
2021
520,064
2,500,000
2,500,000
4,218,453
587,344
169,118
10,494,979
1
As to Ms. Zupfer, this value includes amounts provided in the form of a modest perquisite allowance of approximately $32,000, which primarily covers an automobile allowance. The entire allowance is paid to Ms. Zupfer regardless of whether she spends the entire amount on automobile expenses and, therefore, is reported as base salary; however, the allowance amount is not included as base salary for purposes of determining other compensation and benefits amounts.
2
The amounts for fiscal 2022 represent discretionary bonus payments made in connection with the fiscal 2022 AIC program as described above under “Short Term Incentive Decisions for Fiscal 2022” in the CD&A section of this Proxy Statement. The amount for fiscal 2021 for Mr. Athayde represents a sign-on payment in connection with the commencement of his employment.
3
Values expressed represent the aggregate grant date fair value of stock or option awards granted in each fiscal year, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date for RSUs and PSUs with performance metrics other than market conditions, the Monte Carlo model for PSUs with market conditions and the Black-Scholes model for SARs. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 for a description of the assumptions used in calculating these amounts.
The grant date fair values for stock awards for the fiscal year ended June 30, 2022 include:
Matching RSUs that were granted in November 2021: Mr. Doctor—$127,909; and Ms. Zupfer—$228,224.
Matching RSUs that were granted in November 2021 to Mr. Athayde—$587,342, which were forfeited in connection with his departure.
The grant date fair values for stock awards for the fiscal year ended June 30, 2021 include:
RSUs to acquire 358,680 shares that were granted to Mr. Athayde, which vested on the first anniversary of Mr. Athayde’s commencement of employment.
Matching RSUs that were granted in December 2020 to Ms. Zupfer—$234,056.
RSUs to acquire 6,307 shares that were granted in February 2021 as an incentive related to leadership retention to Ms. Zupfer—$66,665.
4
The grant date fair values for option awards for the fiscal year ended June 30, 2022 include:
Stock options to acquire 875,000 shares that were granted in May 2022 to Mr. Doctor, which will vest on the first three annual anniversaries of the date of grant in increments of 20%, 20%, and 60% of the shares, respectively.
Stock options to acquire 112,500 shares that were granted in November 2021 to Mr. Doctor and Ms. Zupfer, which will vest on the first three annual anniversaries of the date of grant in increments of 20%, 20%, and 60% of the shares, respectively.
Stock options to acquire 100,000 shares that were granted in November 2021 to Mr. Lain, which will vest on the first three annual anniversaries of the date of grant in increments of 20%, 20%, and 60% of the shares, respectively.
The grant date fair values for option awards for the fiscal year ended June 30, 2021 include:
For Mr. Athayde, the value expressed represents (a) 1,100,000 options to purchase shares of the Company’s common stock, which were eligible to vest, as to the service requirement, on the fourth anniversary of the commencement of Mr. Athayde’s employment with the Company, subject to achievement, prior to the fifth anniversary of the commencement of his employment, of a volume-weighted average closing price per share of the Company equal to or in excess of 150% of the closing price per share on the trading day immediately prior to the date of the announcement of Mr. Athayde’s employment with the Company; and (b) 358,680 options to purchase shares of the Company’s common stock, which were eligible to vest on the fourth anniversary of the commencement of his employment.
5
Amounts for fiscal 2022 represent amounts earned pursuant to AIC awards under the Short Term Plan as described more fully under the heading “Short Term Incentive Awards for Fiscal 2021” in the CD&A section of this Proxy Statement.
32  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
6
The following table sets forth All Other Compensation amounts by type:
Name
Company Match and Profit-
Sharing Contributiona
($)
Total All Other
Compensationb
($)
Matthew Doctor
1,375
Kersten D. Zupfer
283
Jim B. Lain
15,084
Felipe A. Athayde
17,969
27,768
a
The Company matches the NEOs’ contributions into its retirement savings plans up to $25,000 per calendar year. Amounts greater than $25,000 are due to the difference between calendar and fiscal year compensation.
b
Total All Other Compensation includes the following perquisites, which primarily relate to medical benefits, including the reimbursement of co-pay and other out-of-pocket expenses: Mr. Lain—$14,262; and Mr. Athayde—$8,797.
7
Mr. Doctor first became an NEO in fiscal 2022 and was appointed to the position of President and Chief Executive Officer on May 5, 2022.
8
Mr. Lain became an NEO in fiscal 2022.
9
Mr. Athayde’s employment with the Company commenced on October 5, 2020 and ended on March 19, 2022.
2022 PROXY STATEMENT  |  33

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards in 2022
The following table sets forth certain information concerning plan-based awards granted to the NEOs during the fiscal year ended June 30, 2022.
 
 
 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards1
Estimated Possible Payouts
Under Equity
Incentive Plan Awards2
All Other
Stock
Awards:
Number of
Shares of
Stock or Units2
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options4
(#)
Exercise or
Base Price of Option
Awards
($/Sh)
Grant Date
Fair Value of
Stock &
Option
Awards4
($)
Name
Grant
Date
Approval Date
Threshold3
($)
Target
($)
Maximum
($)
Threshold (#)
Target
(#)
Maximum (#)
Matthew Doctor5
430,833
525,616
11/5/2021
6
46,344
127,909
11/5/2021
9/14/2021
112,5007
2.76
174,375
11/5/2021
9/14/2021
112,5008
2.76
174,375
5/5/2022
4/25/2022
875,0009
1.26
673,750
Kersten D. Zupfer
286,875
367,200
11/5/2021
6
82,690
228,224
11/5/2021
9/14/2021
112,5007
2.76
174,375
11/5/2021
9/14/2021
112,5008
2.76
174,375
Jim B. Lain
271,250
341,775
11/5/2021
9/14/2021
100,0007
2.76
155,000
11/5/2021
9/14/2021
100,0008
2.76
155,000
Felipe A. Athayde10
875,00011
1,575,00011
11/5/2021
6
212,80512
587,34212
1
These amounts represent the threshold, target, and maximum non-equity incentive (“bonus”) amounts that could have been earned by our executives for fiscal 2022 under the Short Term Plan, as described under “Short Term Incentive Decisions for Fiscal 2022” in the CD&A section of this Proxy Statement. Based on fiscal 2022 results, bonus payments equal to the amounts described in “Short Term Incentive Decisions for Fiscal 2022” in the CD&A section of this Proxy Statement were earned.
2
Annual grants for the fiscal year ended June 30, 2022 include matching RSUs that were granted in November 2021 to: Mr. Doctor—46,344; Ms. Zupfer—82,690; and Mr. Athayde—212,805. These awards are or were eligible to vest as to 20%, 20%, and 60% of the RSUs on the first, second, and third anniversaries of the grant date, subject to continued employment with the Company.
3
As described in “Short Term Incentive Decisions for Fiscal 2022” in the CD&A section of this Proxy Statement, certain components of the fiscal 2022 bonus provided for a payout, calculated based on linear interpolation, for any level of achievement below target, such that was no effective threshold payout amount.
4
Amounts are computed in accordance with FASB ASC Topic 718.
5
Mr. Doctor’s base salary increased during fiscal 2022. In addition, Mr. Doctor’s Target AIC Percentage was 70% until December 23, 2021, to align with his increased level of responsibilities associated with becoming the Interim Chief Executive Officer of the Company, and then increased to 125% on May 5, 2022 to align with his increased level of responsibilities associated with becoming the President and Chief Executive Officer of the Company. Mr. Doctor’s Target AIC reflects the blended rate of base salaries and Target AIC Percentages in effect for different portions of fiscal 2022.
6
Awards granted pursuant to terms of matching share program approved August 14, 2018.
7
Represents awards of stock options to purchase shares of the Company’s common stock, granted in November 2021, as an incentive related to leadership retention, which 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.
8
Represents awards of cash-settled appreciation rights, granted in November 2021, as an incentive related to leadership retention, which 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.
9
Represents 875,000 options to purchase shares of the Company’s common stock, granted in May 2022 in connection with Mr. Doctor’s appointment to the position, which 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.
10
Following his resignation from the Company, Mr. Athayde forfeited his right to receive his annual bonus for fiscal 2022.
11
Represents the annual bonus opportunities set forth in Mr. Athayde’s offer letter, of 125% and 225% of base salary respectively, which are based on a base salary of $700,000.
12
Represents stock options that were forfeited by Mr. Athayde in connection with his resignation from the Company effective as of March 19, 2022.
34  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
Summary of Terms of Equity Awards
The terms of the equity awards granted as part of the current long-term incentives are summarized below:
Stock Options—Stock options were granted to Mr. Doctor, Ms. Zupfer, and Mr. Lain during fiscal 2022 as an incentive related to leadership retention. The 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.
In the event of a termination of employment, unvested stock options are generally forfeited; provided, however:
If a participant’s employment is terminated (i) due to death or disability, (ii) due to retirement, (iii) by the Company without Cause (as defined in the 2016 Long Term Plan (the “2016 Plan”) or the 2018 Long Term Plan (the “2018 Plan”), as applicable), or (iv) by the Company without Cause or by the participant for Good Reason (as defined in the award agreement), in either case within 12 months following a Change in Control (as defined in the 2018 Plan), then a pro-rated amount of the stock options 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 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 Share Program (“SPMP”) – Restricted Stock Units (“RSUs”)—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.
If a participant’s employment is terminated (i) without Cause (as defined in the 2018 Plan) or for Good Reason (as defined in award agreement), in each case, within 12 months following a Change in Control (as defined in the 2018 Plan), (ii) due to death or disability, or (iii) due to the participant’s retirement or termination without Cause by the Company, then a pro-rated amount of the RSUs scheduled to vest on the next scheduled vesting date and shall be calculated based on (a) the number of days the participant was employed as a percentage of (b) the total number of days, in each case between the most recently completed and the next scheduled vesting date.
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.
If a participant’s employment is terminated on or after the second anniversary of the grant date due to (i) the participant’s retirement (which is defined to mean termination at age 62 or after age 55 with 15 years or more of continuous service) or (ii) termination without Cause by the Company, then a pro-rated amount 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
2022 PROXY STATEMENT  |  35

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
(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.
Restricted Stock Units (“RSUs”)—RSUs were granted to Ms. Zupfer in fiscal 2021 as an incentive related to leadership retention, which vested on the first anniversary of the grant date. RSUs were granted to Mr. Doctor in fiscal 2021, which vest half on first anniversary of the grant date and half on the third anniversary of the grant date, subject to Mr. Doctor remaining employed by the Company. The RSUs earn dividend equivalents but have no voting rights. The RSUs are also subject to the Company’s clawback policy.
In the event of a termination of employment, unvested RSUs are generally forfeited; provided, however, under the 2018 Long Term Plan, In the event of a termination of employment, unvested RSUs are generally forfeited; provided, however: if a participant’s employment is terminated (i) without Cause (as defined in the 2018 Plan) or (ii) for Good Reason (as defined in the award agreement), in each case within 12 months following a Change in Control (as defined in the 2018 Plan) or (iii) due to death or disability, then a pro-rated amount of the 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.
Performance Stock Units—PSUs are grants of restricted stock units that are earned based on the achievement of an end-of-period stock price performance goal(s) established by the Compensation Committee. Ms. Zupfer received an incremental PSU in fiscal 2020 in connection with her promotion. The PSUs have a three-year performance period with performance assessed as of November 12, 2022 and will vest on the fifth anniversary of the grant date if Ms. Zupfer is still employed by the Company and the performance goal has been achieved. The PSUs earn dividend equivalents but have no voting rights. The PSUs are also subject to the Company’s clawback policy.
In the event of a termination of employment, unvested PSUs are generally forfeited; provided, however:
If Ms. Zupfer’s employment is terminated (i) without Cause (as defined in the 2018 Plan) or for Good Reason (as defined in the award agreement), in each case within 12 months following a Change in Control (as defined in the 2018 Plan), (ii) due to death or disability, or (iii) without Cause by the Company after the one-year anniversary of the grant date and the Board does not intend to fill Ms. Zupfer’s position at the Company with another person, then if the termination occurs (a) prior to the end of the performance period a pro-rated amount of the PSUs will vest or (b) on or after the end of the performance period but prior to the fifth anniversary of the grant date and the performance goal is achieved, 100% of the PSUs will vest.
If the performance goal is achieved and Ms. Zupfer’s employment is terminated on or after the third anniversary of the grant date due to (i) Ms. Zupfer’s retirement (which is defined to mean termination at age 62 or after age 55 with 15 years or more of continuous service), or (ii) termination without Cause by the Company then, if the termination occurs (a) on or after the third anniversary of the grant date but before the fourth anniversary of the grant date, 60% of the PSUs will vest and (b) on or after the fourth anniversary of the grant date but before the fifth anniversary of the grant date, 80% of the PSUs will vest.
36  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
If Ms. Zupfer’s employment is terminated without Cause by the Company or for Good Reason both (i) after the one-year anniversary of the grant date and (ii) following the appointment of a successor or interim successor to the Company’s former President and Chief Executive Officer, Mr. Hugh Sawyer, then a greater than pro rata portion of the PSUs will vest in accordance with the formula set forth in the award agreement.
Under the award agreement, “Good Reason” is defined as the occurrence, without the express written consent of Ms. Zupfer, of any of the following: (i) any material diminution in the nature of Ms. Zupfer’s authority, duties, or responsibilities; (ii) any reduction by the Company in Ms. Zupfer’s base salary then in effect or target bonus percentage (other than any reduction mutually agreed upon by the Company and the Ms. Zupfer), 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 Ms. Zupfer is then participating; provided that, Ms. Zupfer 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 Ms. Zupfer 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.
Sign-On Equity Awards for Mr. Athayde—In connection with his hire as the President and Chief Executive Officer of the Company in October 2021, Mr. Athayde received grants of RSUs and stock options as follows, which were subject to the 2018 Plan:
Performance-based stock options to purchase 1,100,000 shares are subject to both a service-based and a performance-based vesting condition. The service-based vesting condition will be satisfied on the fourth anniversary of the commencement of Mr. Athayde’s employment, subject to continued employment, and the performance-based vesting condition will be satisfied on the date the volume-weighted average closing price per share equals or exceeds 150% of the closing price per share on the trading day immediately preceding the announcement of Mr. Athayde’s employment with the Company, subject to continued employment on such date and provided that such date occurs prior to the fifth anniversary of the commencement of Mr. Athayde’s employment. If, after the fourth anniversary, Mr. Athayde’s employment is terminated by the Company without Cause (as defined in the letter agreement), he resigns for Good Reason (as defined in the letter agreement), or his employment is terminated as a result of death or disability, and the performance-based vesting condition has not been satisfied prior to such termination, the performance-based options shall remain outstanding and eligible to satisfy the performance-based vesting condition until the fifth anniversary date. If Mr. Athayde’s employment is terminated as a result of death or disability following the first anniversary of the commencement of his employment, a pro-rated portion of the performance-based options, based on the number of days he was employed by the Company during the four-year service-vesting period, shall either (i) vest as of the date of such termination if the performance-based vesting condition was satisfied prior to the date of such termination or (ii) remain outstanding and eligible to satisfy the performance-based vesting condition for one year following the date of such termination.
Mr. Athayde also received certain “matching” stock options equal to the number of shares subject to the RSU, which is 358,680 shares, which vest on the fourth anniversary of the commencement of Mr. Athayde’s employment, subject to continued employment. If prior to such fourth anniversary, Mr. Athayde sells or transfers any of the shares acquired in connection with the settlement of the sign-on RSUs (other than in connection with the net settlement of the sign-on RSUs), a corresponding number of matching options will be forfeited. If Mr. Athayde’s employment terminates for any reason other than by the Company for Cause following the second anniversary of the commencement of Mr. Athayde’s employment and prior to the fourth anniversary, a pro-rated number of matching options outstanding as of the date of such termination (after taking into account any matching options that have been forfeited) shall vest as of the date of such termination, based on the number of days employed by the Company during the vesting period.
Under the terms of Mr. Athayde’s letter agreement, “Cause” is defined as Mr. Athayde’s 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) Mr. Athayde’s continued failure (after specific written notice of any such failure) to perform his material duties under the letter agreement or to following the lawful direction of the Board (for any reason other than illness or physical or mental incapacity) or Mr. Athayde’s material breach of fiduciary duty, (iii) Mr. Athayde’s theft, fraud, or material dishonesty with regard to the Company or any of its affiliates or in connection with his duties, (iv) Mr. Athayde’s material violation of the Company’s code of conduct or similar written policies, including, without limitation, the Company’s sexual harassment policy and which is not cured (if curable) within 30 days after written notice thereby by the Board to him, (v) Mr. Athayde’s willful misconduct unrelated to the Company or any of its affiliates having,
2022 PROXY STATEMENT  |  37

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
or likely to have, a material negative impact on the Company or any of its affiliates (economic or reputational), (vi) an act of gross negligence or willful misconduct by Mr. Athayde that relates to the affairs of the Company or any of its affiliates, or (vii) material breach by Mr. Athayde of any provisions of the letter agreement which is not cured (if curable) within 30 days after written notice thereby by the Board to him. “Good Reason” is defined as the occurrence of any of the following, without Mr. Athayde’s express written consent: (a) any material diminution of Mr. Athayde’s authority, duties or responsibilities; and (b) a material reduction by the Company of Mr. Athayde’s base salary or target annual bonus percentage (other than (1) an across the board reduction of not more than 10% that applies to all other executives of the Company or (2) any temporary reduction of no more than 25% in response to the COVID-19 pandemic or other extraordinary event of similar market consequence that does not last longer than 12 months); provided, that no event described in clause (a) or (b) shall constitute Good Reason unless (i) Mr. Athayde has given the Company written notice of his resignation, setting forth the conduct of the Company that is alleged to constitute Good Reason, within 60 days following the occurrence of such event, and (ii) Mr. Athayde has provided the Company at least 60 days following the date on which such notice is provided to cure such conduct and the Company has failed to do so.
In connection with Mr. Athayde’s resignation, he forfeited the stock options that were granted to him.
The 2016 Plan Definitions—The 2016 Plan provides the following definitions:
“Cause” means (a) a felony conviction under any federal or state statute that is materially detrimental to the financial interests of the Company or (b) willful non-performance by the employee of his or her material employment duties other than by reason of his or her physical or mental incapacity after reasonable written notice to the employee and reasonable opportunity (not less than 30 days) to cease such non-performance; or (2) the employee willfully engaging in fraud or gross misconduct that is materially detrimental to the financial interests of the Company.
“Change in Control” means the first to occur of any of the following events:
any person is or has become the beneficial owner of 20% or more of either (a) the then outstanding shares of Common Stock of the Company (the “Outstanding Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), except for an acquisition by an entity resulting from a Business Combination (as defined below), provided that, a Change in Control shall not occur if a person becomes the beneficial owner of 20% or more of the Outstanding Common Stock or Outstanding Voting Securities solely as the result of a change in the aggregate number of shares of Outstanding Common Stock or Outstanding Voting Securities since the last date on which such person acquired beneficial ownership of any shares of common stock or voting securities (provided, however, that if a person becomes the beneficial owner of 20% or more of the Outstanding Common Stock or Outstanding Voting Securities by reason of such change in the aggregate number of shares of Outstanding Common Stock or Outstanding Voting Securities and thereafter becomes the beneficial owner of any additional shares of common stock or voting securities (other than pursuant to a dividend or distribution paid or made by the Company on the Outstanding Common Stock or Outstanding Voting Securities or pursuant to a split or subdivision of the Outstanding Common Stock or Outstanding Voting Securities), then a Change in Control shall occur unless upon becoming the beneficial owner of such additional shares of common stock or voting securities such person does not beneficially own more than 20% of the Outstanding Common Stock or Outstanding Voting Securities);
consummation of (a) a merger or consolidation of the Company with or into another entity, (b) a statutory share exchange, or (c) the acquisition by any person of all or substantially all of the assets of the Company (each, a “Business Combination”), unless immediately following such Business Combination, (i) all or substantially all of the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s voting stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s voting stock immediately prior to such Business Combination and (ii) no person (as defined above) beneficially owns, directly or indirectly, 20% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or
38  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
individuals who constitute the Board on the effective date (the “Incumbent Board”) have ceased for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the effective date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 75% of the directors comprising the Incumbent Board shall be, for purposes of this 2016 Plan, considered as though such person were a member of the Incumbent Board;
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 Definitions—The 2018 Plan provides the following definitions:
“Cause” means (a) a felony conviction under any federal or state statute that is materially detrimental to the financial interests of the Company, or willful non-performance by the employee of his or her material employment duties other than by reason of his or her physical or mental incapacity after reasonable written notice to the employee and reasonable opportunity (not less than 30 days) to cease such non-performance; or (b) the employee willfully engaging in fraud or gross misconduct that is materially detrimental to the financial interests of the Company.
“Change in Control” means the first to occur of any of the following events:
any person is or becomes the beneficial owner of 49% or more of either (a) the Outstanding Common Stock or (b) the Outstanding Voting Securities, except for an acquisition by an entity resulting from a Business Combination; provided that, a Change in Control shall not occur if a person becomes the beneficial owner of 49% or more of the Outstanding Common Stock or Outstanding Voting Securities solely as the result of a change in the aggregate number of shares of Outstanding Common Stock or Outstanding Voting Securities since the last date on which such person acquired beneficial ownership of any shares of common stock or voting securities (provided further, however, that if a person becomes the beneficial owner of 49% or more of the Outstanding Common Stock or Outstanding Voting Securities by reason of such change in the aggregate number of shares of Outstanding Common Stock or Outstanding Voting Securities and thereafter becomes the beneficial owner of any additional shares of Common Stock or voting securities (other than pursuant to a dividend or distribution paid or made by the Company on the Outstanding Common Stock or Outstanding Voting Securities or pursuant to a split or subdivision of the Outstanding Common Stock or Outstanding Voting Securities), then a Change in Control shall occur unless upon becoming the beneficial owner of such additional shares of common stock or voting securities such person does not beneficially own more than 49% of the Outstanding Common Stock or Outstanding Voting Securities);
consummation of a Business Combination, unless immediately following such Business Combination, (i) all or substantially all of the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s voting stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s voting stock immediately prior to such Business Combination and (ii) no person beneficially owns, directly or indirectly, 49% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity); or
the Incumbent Board has ceased for any reason to constitute at least a majority thereof, provided that, any person becoming a director subsequent to the effective date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 75% of the directors comprising the Incumbent Board shall be, for purposes of the 2018 Plan, considered as though such person were a member of the Incumbent Board;
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).
2022 PROXY STATEMENT  |  39

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
“Good Reason” means the occurrence, without the express written consent of the employee, of any of the following:
any material diminution in the nature of the employee’s authority, duties, or responsibilities;
any reduction by the Company in the employee’s base salary then in effect or target bonus percentage, other than an across-the-board reduction of not more than 10% that applies to all other similarly situated employees of the Company; or
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 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.
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table sets forth certain information concerning outstanding equity awards held by the Named Executive Officers as of June 30, 2022. In connection with Mr. Athayde’s resignation, all of his outstanding equity awards forfeited.
 
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Option Exercise Price ($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested3 ($)
Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested1 ($)
Matthew Doctor
112,500
2.76
11/5/2031
112,500
2.76
11/52031
875,000
1.26
5/5/2032
46,3442
50,052
14,1913
15,326
Kersten D. Zupfer
112,500
2.76
11/5/2031
112,500
2.76
11/5/2031
11,396
10.84
8/31/2025
82,6902
89,305
25,2764
27,298
7,5645
8,169
1,7636
1,904
8327
899
22,6948
24,510
Jim B. Lain
100,000
2.76
11/5/2031
100,000
2.76
11/5/2031
1
Value based on a share price of $1.08, which was the last reported sale price for a share of our common stock on the NYSE on June 30, 2022.
2
Award vests on the first three annual anniversaries of the date of grant, which was November 5, 2021, in increments of 20%, 20%, and 60% of the shares, respectively.
3
Award vests on the first two annual anniversaries of the date of grant, which was February 8, 2021, in increments of 50% of the shares, respectively.
4
Award cliff vests on the fifth anniversary of the date of grant, which was December 21, 2020.
5
Award cliff vests on the third anniversary of the date of grant, which was November 11, 2019.
6
Award cliff vests on the fifth anniversary of the date of grant, which was August 30, 2019.
7
Award cliff vests on the fifth anniversary of the date of grant, which was August 31, 2018.
8
Awards presented represent the target number of shares that may be earned during the performance period ending November 11, 2022 with respect to the PSUs granted on November 11, 2019. If the PSUs are earned, they will be subject to an additional two-year service-based vesting requirement, which will expire on November 11, 2024.
40  |  
 

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
2022 Option Exercises and Stock Vested
The following table sets forth certain information concerning stock vested during fiscal 2022 for the Named Executive Officers (no stock options or stock appreciation rights were exercised by NEOs in fiscal 2022):
 
Option Awards
Stock Awards
Name
Number of Shares
Acquired on Exercise(#)
Value Realized on
Exercise($)
Number of Shares
Acquired on Vesting2(#)
Value Realized on
Vesting1($)
Matthew Doctor
9,848
23,415
Kersten D. Zupfer
9,018
65,831
Jim B. Lain
5,164
29,953
Felipe A. Athayde
182,209
1,104,734
1
Value realized on vesting is the market value of our common stock on the vesting date multiplied by the number of shares acquired, before taxes.
2
The number of shares acquired on vesting of stock awards includes shares that were forfeited for withholding tax obligations. The number of shares forfeited for each NEO is reported below.
Name
Number of Shares Used to Pay Taxes on Vested Awards (#)
Matthew Doctor
4,343
Kersten D. Zupfer
7,515
Jim B. Lain
5,848
Felipe A. Athayde
175,471
2022 PROXY STATEMENT  |  41

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
Summary of Executive Agreements
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. Lain does not have any an individual compensatory agreement with the Company.
Compensatory Arrangements with Mr. Doctor
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.
Compensatory Arrangements with Ms. Zupfer
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.