Regis (RGS) DEF 14ADefinitive proxy

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

All Mr. Athayde’s stock options had a per share exercise price equal to the closing price per share of the Company on the date of grant and a term of 10 years. The Company also reimbursed Mr. Athayde in an amount equal to $150,000 for certain relocation expenses. Mr. Athayde’s restricted stock units vested on October 5, 2021. However, in connection with his resignation from the Company, Mr. Athayde forfeited the stock options.