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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Regis Corporation

Regis Corporation

(Name of Registrant as Specified In Its Charter)

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PROXY statement

AND Notice of Annual Meeting

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LETTER FROM THE BOARD CHAIR

Letter From THE
BOARD CHAIR

Dear Regis shareholders, employees, franchisors,
franchise owners and customers,

The pandemic ravaged few industries harder than the hair salon industry, resulting in a government-mandated shut-down of our entire business. Our revenue generating capabilities went to zero, yet our fixed expenses remained. I could go on but would rather let you know that despite all of this, your Board has never been more enthusiastic. Let me provide some context. In last year’s proxy statement, we described2017, the Board supported the Company’s strategy to transform the business to an asset-light, data-driven franchise business enabled by our innovative compensation planown proprietary technology platform – a platform that, among other things, encouraged our senior leadersat the time, was just an idea. To say the least, it is no small feat to become real owners by purchasing shares with their own money (earned from their annual incentive proceeds).

What has happenedsimultaneously transform a business model and tech stack. We dreamed big. Four years later, Regis salons are now in the hands of franchise owners and are quickly moving over to being powered by our own Opensalon® Pro platform. Our big dream became a reality in the face of unimaginable and unprecedented challenges.

Our new President and CEO, Felipe Athayde, joined us last year sinceand brings deep franchise expertise to match our transformed business model. He has assembled a stellar team with complementary skill sets across operations, development, technology, recruiting and finance. Although Regis has increased its magnitude and caliber of franchise expertise, we unveiledhave not forgotten our roots. Regis operated salons for almost 100 years. Marrying legacy operational know-how with franchise expertise is an exciting combination that will unlock the full potential of this plan? platform.
Our executives—including substantiallyteam knows what great looks like and draws on best practices from experience transforming well-known franchise systems. We are dedicated to building competitive brands by driving sales, fostering an aligned franchisee base, and providing strong unit-level investment cases to unlock aggressive growth. There are several key wins this year that will enable us to strive for such greatness. We collaborated with our franchisees and aligned on Regis controlling the Supercuts advertising fund centrally. Historically, much of our dollars were allocated locally by the franchisees themselves without the rigorous analytics capability our scale affords. Now, we will align our promotional dollars to drive new traffic and retain current customers as staffing levels at salons rise. We are ready to go with tactical marketing and promotions when the timing is right – our historical data suggests this should be very fruitful and we will make sure every dollar spent is impactful. We are honing our brand standards to ensure a uniform customer experience and hold our franchisees accountable. The development of the salon of the future is underway, maximizing return on investment to provide an optimized business case for franchisees to drive new unit growth both domestically and abroad. Underlying all of our CEO’s direct reports—have purchased shares, totaling almostthis is a million shares of real ownership.

Just as importantly, the ownership culture we are creating at the top—proprietary technology platform that already exists amongst our franchisors and board members—is spreading throughout the organization:

•We are moving rapidly from being a company that owned the vast majority ofwill not only differentiate our salons to one of largely franchisor-owned salons—which consistently generate better returns. We demonstrated our commitment to this ownership culture by venditioning 767 non-franchised salons, generating ~$95M of proceeds.

•We sold an additional ~$54M in non-core, under-producing assets and restructured insurance to generate an additional ~$16M of capacity to enable repurchasing of over 20% of our outstanding shares, a highly efficient use of capital, reflecting our owner mentality. These capital efficiency actions more than paid for the dilution from our LTIP.

Wecompetitors by providing true business analytics, but may also invested substantially in our future. Technologyhave potential commercial value beyond Regis walls.

As we head into fiscal 2022, the world has re-opened and business is key to our long-term vision and we invested millions in systems that enable easier scheduling and better tracking, analysis and reporting of data as well as modernizing our internal tech operations. Our staff in our new Silicon Valley office has launched our Opensalon platform that enables customers to book appointments directly through Google Maps, Facebook Messenger etc. Click here to book. These modernizations were self-funded via replacing expensive legacy systems with home-built modern cloud applications.

Is it working? We are already seeing substantial increases in new bookings and the return of prior customers. All in the first few months of these new programs.

Westeadily returning month by month. Nominal sales continue to be creativeincrease. What started as a decline in consumer traffic caused by the pandemic has shifted primarily to a shortage in labor to meet our rising customer demands. This labor shortage is not unique; however, unlike other retail businesses, salon staffing directly drives revenue generation. In our salons where staffing hours have returned to pre-pandemic levels, generally in states with lower restrictions, sales have increased more rapidly. This gives us confidence that staffing will come back and, owner-focusedwhen it does, our business will reemerge as an opportunity where you can realize the strong cash on the pay front. cash returns available by owning these types of franchise units.

We set tough annual incentive goals—so toughhave a hungry, driven, and talented management team ready to ensure we capitalize on this investment opportunity through their network of partners that none paid out at 100%—though we included a multiplier forwant to grow with us given our team’s massive out-performance on our most important metric—history of driving franchisee profitability in other systems. This platform has already attracted talent. We could not be more excited by the selling of our non-franchised salons. We also included cutting edge underpinstremendous potential economic value that can be driven for non-financial goals such as succession planning and budgeting on which payments of any amount were contingent.

And we aren’t done yet. So we ask for your voting support on the items contained in this proxy, for your continued support as an investor or franchisor or customer—we hope you are at least two of these—and invite you to attend our annual meeting or give us feedback any time of year.

Sincerely,

Dave Williams

Chairman of the Board

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Letter From THE CEO

Dear shareholders, colleagues, franchisees and customers,

When I joined Regis in April 2017, my aspiration was to develop a transformational, enduring strategy to reinvigorate the Company. Our directors wanted me to focus on making the right choices for the long-term value of the business and our core constituents; our shareholders, franchise owners, customers and employees. The Board demonstrated their commitment to a longer-term view by granting me options with a 10-year term.

During my first year, we transferred the mall-based business and closed several hundred under-performing salons. These were short-term tactical decisions meant to stabilize the business, so we could focus on developing a long-term strategy. I also collaborated with the board to create an incentive plan for the rest of the management team that aligned their personal financial interests with me and other shareholders.

I am pleased to report that our Regis team and franchise partners have been successfully executing a bold vision we all share. The key elements include converting our business to a capital light franchise platform and investing in the future state through disruptive technology like Opensalon, differentiated marketing and advertising, industry leading stylist recruiting and training, optimizing our supply chain capabilities, introducing trend-driven merchandise and establishing the core competencies needed to support the growth of our franchise portfolio.

When developing our multi-year transformational strategy for the business, our analysis confirmed that we had a capital-intensive company-owned salon business that didn’t earn its cost of capital on the one hand and a capital-light franchise business that generated all the cash economics for the company on the other, as well as providing a viable platform for future growth.

Given the results of our stabilization efforts in 2017 & 2018 and the successful execution of an evolving franchise strategy in 2019 we have now reached a decision to embrace a fully franchised model. We believe this is the optimal path forward to maximize value for our constituents.

When I arrived in 2017, approximately 28% of the Company’s salons were franchised. At the close of 2019, 56% of our salon portfolio is franchised. Moreover, at this time, approximately 48% of the remaining company owned salons, over 1300, are in various stages of negotiation to be purchased by new or existing franchisees. We expect these transactions to close but they remain subject to various risks, challenges and external factors which could impact our strategy.

Additionally, as part of our strategy, we examined our non-core, non-strategic assets and restructured them to free up ~$70M. This and the ~$95M generated from venditions enabled us to return a significant amount of capital to our owners via share purchases that reduced our share count by nearly 20% in 2019—an amount that is approximately ten times the investment we made in the Company’s new LTIP plan, a program we believe aligns management’s financial interests with the long term health and viability of the Company.

In closing, after more than two years of carefully planned evolution we have identified and confirmed a compelling vision for Regis as a capital light, high growth, technology enabled franchise company. Although the transition to a capital light franchise model will initially have a dilutive impact on the Company’s Adjusted EBITDA, we are convinced that a fully franchised business that generates a higher return on its capital will prove to be in the best long-term interests of our shareholders.

We have more work to do before we finish the transformational phase of our strategy, but we have growing confidence in our plan, the ability of the Regis team and our franchise partners by the talent it has attracted and will continue to successfully execute the transformation and that in time our shared vision for the Company will be fully realized.

Sincerely,

Hugh E. Sawyer

President and CEO

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Regis, the (Literal) Human Touch

I am Jim Lain, Regis’s EVP and Chief Operating Officer.
Do you like my haircut?

I ask, not because I am vain (I hope), but because, during my time at Regis, I have personally visited over 1320 of our salons, having my hair cut in many of them. You can’t be a good COO of a company built on a literal human touch (which is what an “in the chair relationship” is) without being physically present and genuinely part of our relationship networks.

It is no secret that this past year has been challenging for a company that is, to its core, a human capital company. We have sold and transferred many of our company-owned salons to our franchise partners and eliminated dozens of jobs during this transition.

It is at times like these, however, that Regis shows its true colors. We have not only thrown ourselves into finding new homes for our company salons—in many cases by enabling our existing franchise owners to buy them—we have similarly thrown ourselves into finding new—and often better—jobs for those affected by our reductions in force, particularly our stylists and salon managers. We have also found jobs for over half of our affected regional directors and helped dozens of our district managers move forward—in some cases by providing the training to help them become franchise owners themselves.

We have not lost sight of the fact that our stylists and franchisees are the lifeblood of our Company: it is one reason I amattract in the field so much, seeking input from salon managers, stylists and franchisees and tryingyears to understand how we can best support them. We have learned, for example, that continuing education is something our stylists and franchisees value, so we provide it through various programs including our new digital training system “Education Playground™.”

We do not believe that companies can sustain a focus on the bottom line if they do so at the expense of the welfare of their people. Our stylists are our bottom line. That is one reason I take great pleasure in personally visiting so many of our salons and appreciate all those who have welcomed me into their salons and reminded me why I have one ofcome.

All the best, jobs—and the best haircuts—in the world.

Daniel Beltzman
Board Chair

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Jim Lain

EVP and Chief Operating Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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To the Shareholders of Regis Corporation:

The Annual Meeting of the Shareholders (the “Annual Meeting”) of Regis Corporation (referred to as “we,” “us,” “our,” “Regis” and the “Company”) will be held at our executive offices located at 7201 Metro Boulevard, Edina, Minnesota 55439, on October 22, 2019 commencing at 9:00 a.m., for the following purposes:

✓To elect the eight directors listed in the 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 PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2020; 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 26, 2019 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 5, 2019.

Whether or not you plan to attend the Annual Meeting in person, 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 attend the Annual Meeting, you may revoke your proxy and vote in person.

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 attend the Annual Meeting and hold shares in your name, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares through a bank or broker, you will need proof of ownership, such as a recent account statement or letter from your bank or broker, along with proper identification in order to attend the Annual Meeting. If you hold your shares through a bank or broker and intend to vote your shares at the Annual Meeting, you will need to provide a legal proxy from your broker.

The Annual Meeting of the Shareholders (the “Annual Meeting”) of Regis Corporation (referred to as “we,” “us,” “our,” “Regis” and the “Company”) will be held on October 26, 2021 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/RGS2021. The purposes of the meeting are:
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To elect the eight directors listed in the proxy statement to serve for a one-year term and until their successors are elected and qualified;
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To approve, on an advisory basis, the compensation of our named executive officers (referred to as the “Say-on-Pay” proposal);
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal 2022; and
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To transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Only holders of record of our common stock at the close of business on August 30, 2021 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 13, 2021.
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Whether or not you plan to participate in the Annual Meeting, please submit your proxy by telephone or through the Internet in accordance with the voting instructions provided to you. If you requested a paper copy of the proxy card by mail, you may also date, sign and mail the proxy card in the postage-paid envelope that is provided with your proxy card. Should you nevertheless participate in the Annual Meeting, you may revoke your proxy and vote your shares electronically during the Annual Meeting.
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If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the record holder that you must follow in order for your shares to be voted. If you plan to vote your shares during the Annual Meeting, you will need the 16-digit control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts.
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By Order of the Board of Directors,


Amanda P. Rusin


Corporate Secretary

September 5, 2019

13, 2021

Notice of Annual Meeting of Shareholders

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ELECTION OF DIRECTORS
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9:00 A.M.

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Table of Contents

Item 1: ELECTION OF DIRECTORS

1

What Has Kept Us Busy

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Who We Are

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How We Govern the Company

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How We, the Directors, Are Governed

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Our Board’s Committees

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How Our Directors Are Paid

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Fiscal 20192021 Director Compensation Table

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Item 2: APPROVAL OF ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

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Executive compensationEXECUTIVE COMPENSATION

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COMPENSATION Discussion and Analysis DISCUSSION AND ANALYSIS

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Our PeopleBackground

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Executive Summary of the Fiscal 2019 Pay Plan

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How We Design Executive Pay

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Elements of the Executive Compensation Program in Fiscal 20192021

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Governance Policies and Additional Compensation-Related Items

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Compensation Committee Report

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Executive Compensation TablesEXECUTIVE COMPENSATION TABLES

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Summary Compensation Table

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Grants of Plan-Based Awards in 20192021

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Outstanding Equity Awards at 20192021 Fiscal Year-End

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20192021 Option Exercises and Stock Vested

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Summary of Executive Agreements

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Pension Benefits in 20192021

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Nonqualified Deferred Compensation for 20192021

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Actual and Potential Payments Upon Termination or Change in Control

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CEO Pay Ratio

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Equity Compensation Plan Information

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Item 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

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Audit Committee ReportAUDIT COMMITTEE REPORT

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Certain Relationships And Related TransactionsCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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Security Ownership Of Certain Beneficial Owners And ManagementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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USER’S GUIDE

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Annual Meeting of Shareholders, October 22, 201926, 2021

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Voting Rights and Requirements

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Communications with the Board

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Proposals of Shareholders

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Annual Report to Shareholders and Form 10-K

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Notice of Internet Availability of Proxy Materials

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General

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2019 Proxy Statement | 1

Election of Directors

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

Item 1

2019 Proxy Statement | 1


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2 

2021 PROXY STATEMENT  |

  1

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As shareholders, you have the right to vote on each of us, the members of your Board of Directors, to continue as stewards of Regis Corporation. To help inform your vote, we share with you in this section summaries of:

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•What has kept us busy

•Who we are

•How we govern the Company

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•How we, the directors, are governed

•How our directors are paid

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ELECTION OF DIRECTORS
What Has Kept Us Busy

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

Our Board working withhas shaped and governed, and our management team has taken, significant actions to drive our Company forward through a critical turnaround. During fiscal 2019 and since that time we have taken the following actions and overseen the following operational actions that are key to our strategy:

difficult times:
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Transitioned the positions of President and CEO of the Company to Felipe Athayde
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Executed phase 1 of our brand-centric reorganization

✓Announced that we plan✔

Implemented a Zero-Based Organization (“ZBO”) structure and Zero-Based Budget (“ZBB”) processes
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Rolled out Key Performance Indicators (“KPIs”) and Management by Objectives (“MBOs”) to over time convertall positions of directors and above and provided MBOs to a fully franchised platform by moving our company-ownedmanagers based upon their leader’s MBOs
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Appointed Lockie Andrews and Michael Mansbach to serve as members of the Board and the Technology Committee
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Sold 748 Company-owned salons to franchisees,

✓Opened over 800 new franchise locations and recruited 120 new franchisees during fiscal year 2019

✓Generated $94.8 generating $8.4 million in net cash proceeds from the saleas part of company owned salonsour conversion to franchisees

✓Successfully executedan asset-light, fully-franchised platform

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Negotiated lease buy-outs amounting to $4.6 million of annualized EBIDTA savings on the monetizationnon-performing SmartStyle salon locations
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Appointed new executive officers with franchise expertise, including our President of non-core assets generating gains of approximately $54 million

✓Announced that Supercuts,® reinvented its marketing approach with new humorous brand campaign featuring a bald spokesman

✓Announced the profitable sale and transfer of 96 Supercuts® salons to Spanos Barber Jesse & Co. backed by Moxie Management Group

✓Announced partnership with Google to streamline interaction with customers

✓Launched Opensalon on Facebook Messenger, Google Shawn Thompson, and our Chief Strategy Officer, Matthew Doctor

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Removed approximately $25.5 million of annualized general and administrative expenses during fiscal 2021
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Achieved adoption of our proprietary salon management system, OpenSalon® Pro, by 1,977 franchise-owned salon locations
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Launched the new Roosters Men’s Grooming mobile applicationapp and upgraded the Supercuts and SmartStyle mobile apps
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Expanded and upgraded digital education for stylists and salon managers
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Exited the wholesale distribution business and partnered with two national distributors to enhance our effort to create a frictionless relationship with customers

✓Proactively eliminated non-core, non-strategic costs as we continued our transition to a franchise platform

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✓Announced an agreement for the sale and conversion of an additional 190 company-owned salonssupply haircare products to our asset-light franchise portfolio insalons, which will bring value to our franchisees, preserve our private label business, and be EBITDA positive while greatly reducing the Statecomplexity of Ohio and surrounding areas to the Super C Group

✓Continued to invest in our multi-year sponsorship with Major League Baseball, through which our Supercuts brand remains the official hair salon, official hair stylists and partner of MLB

✓Appointed James Townsend as Chief Marketing Officer

✓Opened a new marketing office in New York City

✓Announced the move to new Minneapolis headquarters in 2020

✓Announced the opening of a new technology development center in Fremont, California

✓Implemented the new and innovative compensation plan that we announced last year

✓Raisedbusiness

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Maintained the profile of women in leadership roles and was selected by “Twin Cities Business” and St. Catherine University for achieving 20 percent or more women in director and executive roles
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Unveiled new Company-wide values and a new purpose statement:

Unleash the beauty of potential

We expect to continue our shareholder engagement and maintain our openness to ideas to enhance shareholder value, whatever the source. We encourage you to visit the User’s Guide section of this proxy statement to find ways to share your ideas with us.

Election of directors

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2019 Proxy Statement |3

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ELECTION OF DIRECTORS


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

Eight directors are to be elected at the annual meeting of shareholders to be held on October 22, 201926, 2021 (the “Annual Meeting”), each to hold office for one year until the 2020 Annual Meeting2022 annual meeting of Shareholdersshareholders and until their successors are elected and qualified. The Board currently consists of nine directors; however, Ms. Virginia Gambale, a current member of our Board, is not standing for re-election at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the eight persons named below for election as directors. Each of the Board’s nominees areis standing for re-election by the shareholders at the Annual Meeting,Meeting.
Ms. Lockie Andrews and each nominee has consentedMr. Michael Mansbach are standing for election by shareholders for the first time at the Annual Meeting. Each of Ms. Andrews and Mr. Mansbach was identified as a potential candidate for the Board by one of our non-employee directors.
In determining to serve if elected.

nominate Mr. Michael Merriman and Ms. Ann Rhoades for re-election, the Board considered that Mr. Merriman had already served 10 years at the time of re-election and Ms. Rhoades was 76 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.

Unless authority to vote is withheld, proxies submitted will be voted for the election of the Board’s nominees named herein as directors of Regis. 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 us will be voted for such substitute nominees. If the Nominating and Corporate Governance Committee designates any substitute nominees, we 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.

Who We Are

2021 PROXY STATEMENT  |  3

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ELECTION OF DIRECTORS
Who We Are
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Lockie
Andrews

Head of eCommerce and Digital Operations, Party
City

Independent

Director since 2021


Age: 48


Board
committees

•  Technology
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Career Highlights
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•   Head of eCommerce and Digital Operations at Party City, a vertically integrated retailer,
since May 2021

•  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
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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 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
​​


Felipe A.
Athayde

President and Chief
Executive Officer, Regis
Corporation

Director since 2020

Age: 42



Board
committees

•  Technology
​​
Career Highlights
​

•   President and Chief Executive Officer, Regis Corporation, since October 2020

•  President, Americas, of Popeyes Louisiana Kitchen, owned by Restaurant Brands International, a multinational quick-service restaurant holding company, from March 2019 to September 2020

•  Various positions with Restaurant Brands International between July 2011 and September 2020, including President, Latin America and Caribbean for Burger King and President, US for Tim Hortons
​
Skills / Experience
​

•  Leadership experience with franchise businesses, including expertise in strategy and brand development, finance, operations, marketing, and sales

•   Implementation of business-wide technology upgrades
​
Education
​

BBA, Fundação Getulio Vargas in Sao Paulo, Brazil
MBA, Northwestern University Kellogg School of Management
​
ALSO...
​

Before joining Burger King Corporation, Felipe worked as a Business Leader in the strategy department for Visa Inc. Latin America in Miami, FL, and as a bond trader for multiple financial institutions in the United States and Singapore.
​
Other Public Boards
​

None
​
VOTING SUPPORT
​

2020: 99.7%

2021 PROXY STATEMENT  |  5

TABLE OF CONTENTS

ELECTION OF DIRECTORS
​​



Daniel G. Beltzman
Beltzman


General Partner,
Birch Run Capital
Advisors, LP



Independent



Director since 2012


Chair of the Board

Age: 4446





Board
committees



•Compensation
Chair


•Nominating and
and Corporate
Governance



•Technology

​

​

Career Highlights

​

•General Partner, Birch Run Capital Advisors, LP, an investment adviser, since May 2006



•Mergers and Acquisitions and Equity Research departments of Deutsche Bank Securities, Inc. and Bank of America Securities

​
Skills / Experience

​

•Financial experience and expertise

•Represents a significant shareholder

​
Education

​

BBA, Accounting/Finance, University of Michigan
MAcc, University of Michigan

Also...

​
ALSO...
​

Daniel cofounded Birch Run Capital Advisors when he was 31. Birch Run looks to invest in organizations that believe that value follows values. It looks for organizations whose people are willing to invest their time, resources, and reputations to support both

both.

​
Other Public Boards
​

Former


​
•Ditech Holding Corp. f/k/a Walter Investment Management Corp. (since December 2015)(2015 – 2019)
​
VOTING SUPPORT
​

2020: 99.2% |

2019: 97.0% Voting Support|

2018: 97.5% | 2017: 97.3% | 2016: 86.5% | 2015: 88.0% | 2014: 99.4% | 2013: 92.8% | 2012: 99.4%


​

6  |  
​

4 |

​

TABLE OF CONTENTS

ELECTION OF DIRECTORS


​​



VirginiaDavid J. Grissen
Gambale

Managing Partner,
Azimuth Partners LLC

Independent

Director since 2018

Age: 60

Board
committees

•Audit

•Compensation

•Technology, Chair

​

Career Highlights

•Managing Partner & Founder, Azimuth Partners LLC, a strategic advisory firm in the field of technology innovation and growth strategies for early-, mid- and late-stage companies, since 2003

•Former head of Deutsche Bank Strategic Ventures and General Partner of Deutsche Bank Capital Partners

•Board President, Newport Music Festival

•Adjunct Faculty Member, Columbia University

•Mentor, Columbia University’s Masters in Technology Leadership

•Senior management positions at Merrill Lynch, Bankers Trust and Marsh McLennan

Skills / Experience

•Technologist - focuses on growth and innovation strategies for technology and technology-driven services companies

•Senior management positions (including CIO) at Merrill Lynch, Bankers Trust, Deutsche Bank and Marsh McLennan

•Deal structuring for venture and growth capital funding; led numerous M&A transactions in the tech sector

Education

BS, Mathematics & Computer Science, minor in Business, New York Institute of Technology

Also...

Virginia has extensive expertise in transformative business technology. She is also a concert pianist.

Other Public Boards

•JetBlue Airways Corporation (since 2006); Compensation Committee Chair

•First Derivatives plc (since March 2015)

Former

•Dundee Corporation (2015 – 2018)

•Piper Jaffray Companies (2009 – 2011)

•Motive, Inc. (2004 – 2008)

Voting support

2018: 99.1%

​

2019 Proxy Statement |5

ELECTION OF DIRECTORS

David J.
Grissen

Group President,
Americas, Marriott
International, Inc.



Independent



Director since 2013



Age: 64



62Board

Board
committees



•Audit, ACFE



•Nominating
and Corporate
Governance,
ChairChair




•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, since 2013

Americas from 2020 until his retirement in 2021


•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 towardstoward 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

​

Former



•Good Times Restaurants Inc. (2005 – 2010)
​
VOTING SUPPORT
​

2020: 99.3% |

2019: 98.4% Voting Support|

2018: 98.3% | 2017: 99.0% | 2016: 89.0% | 2015: 89.3% | 2014: 99.5% | 2013: 98.1%



​

2021 PROXY STATEMENT6  |  |

7

TABLE OF CONTENTS

ELECTION OF DIRECTORS


​​



Mark S.
Light



Former Chief Executive Officer, Signet JewelersChairman,


Bedrock Manufacturing

Independent



Director since 2013



Age: 5759





Board
committees



•Compensation



•Nominating
and Corporate
Governance



•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



•Various management positions including President and Chief Operating Officer, Executive Vice President of Operations, and Division President while at Sterling Jewelers, Signet’s main US business

​
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- engineeredre-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)
​
VOTING SUPPORT
​
2020: 99.3% |

2019: 98.5% Voting Support|

2018: 98.4%| 2017: 96.7% | 2016: 87.7% | 2015: 88.2% | 2014: 99.9% | 2013: 98.1%


8  |  
​​

TABLE OF CONTENTS

ELECTION OF DIRECTORS
​​


2017: 96.7%Michael
Mansbach

Founder of Granite
Stairway Advisors LLC
and co-founder and
partner of Apex
Perspectives, LLC

Independent

Director since 2021

Age: 53



Board
committees

• Technology,
Chair-Elect
​​
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 
2021 PROXY STATEMENT  |  2016: 87.7% | 2015: 88.2% | 2014: 99.9% | 2013: 98.1%

​

​

​

9

​TABLE OF CONTENTS

2019 Proxy Statement |7

ELECTION OF DIRECTORS


​​



Michael J. Merriman
Merriman
Product Launch


Operating Advisor, Resilience Capital Partners,Ventures, LLC


Consumer Products
Consultant

Independent



Director since 2011



Age: 6365





Board
committees



•Audit, ACFE, ChairChair



•Compensation

​

​

Career Highlights

​

•Operating Advisor at Resilience Capital Partners, LLC, a private equity firm since 2008

(2008 – 2017)

•Chief Executive Officer, The Lamson & Sessions Co. (November 2006 until sale November 2007)



•SVP & Chief Financial Officer, American Greetings Corporation (September 2005 – November 2006)



•President & CEO, Royal Appliance Mfg. Co. (1995 – 2004)



•Chief Financial Officer, Royal Appliance Mfg. Co. (1992 – 1995)



•Audit Partner, Arthur AndersonAndersen & Co.

(1990 – 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

​
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 (until February(2012 – 2018)



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

Former



•Invacare Corporation (2014 – 2018)



•American Greetings Corporation (2006 – 2013)



•RC2 Corporation (2004 – 2011)



​
VOTING SUPPORT
​

2020: 99.5% |

2019: 99.5% |2018: 98.9% | 2017: 98.2% | 2016: 87.7% | 2015: 88.6% | 2014: 99.4% | 2013: 92.8% | 2012: 95.0% | 2011: 94.8%



​

10  |  
​

8 |

​

TABLE OF CONTENTS

ELECTION OF DIRECTORS


​​



M. Ann
Rhoades



President,
People Ink, Inc.



Independent



Director since 2015



Age: 7476





Board
committees



•Audit


• Compensation,
CompensationChair

​

​

Career Highlights

​

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



•Executive Vice President, People, JetBlue Airways (1999 – 2002)



•Executive Vice President, Team Services, Promus Hotel/DoubleTree Hotels Corporation (1995 – 1999)



•Vice President, People, Southwest Airlines (1989 – 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 CompetitionCompetition..



Flew in an F-16 at 9.1Gs.

​
Other Public Boards
​

•

   Nexphase Capital (since 2015)


​
Former


•JetBlue Airways (2001 – 2015), Compensation Committee Chair



•Restoration Hardware (1999 – 2001, 2005 – 2009)

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



•  Restoration Hardware (1999 – 2001, 2005 – 2009)

​
VOTING SUPPORT
​

2020: 99.5% |

2019: 99.5% |2018: 99.0% | 2017: 98.9% | 2016: 98.8% | 2015: 99.2%



​

2019 Proxy Statement |9

ELECTION OF DIRECTORS

Hugh E.
Sawyer

President & Chief Executive Officer,
Regis Corporation

Director since 2017

Age: 65

Board
committees

•Technology

​

Career Highlights

•President & CEO, Regis Corporation since April 2017

•Managing Director, Huron Consulting Group Inc., a management consulting firm
(2010 –2017)

•Interim President & CEO, JHT Holdings (2010 – 2012)

•Chief Administrative Officer, Chief Restructuring Officer, Fisker Automotive Inc. (January 2013 – October 2013)

•Interim President, Euramax International (February 2014 – August 2015)

•Including Regis, he has served as President or CEO of Wells Fargo Armored Services Corporation, The Cunningham Group, Inc., National Linen Services, Inc., Aegis Communications Group, Inc., Allied Holdings, and Legendary Holdings, Inc.

Skills / Experience

•Member of the Turnaround Management Association (TMA)

•Certified Turnaround Professional (CTP)

•Recipient TMA’s “2011 Large Company Turnaround of the Year” Award

•Recipient TMA’s “2012 Mid-Size Company Turnaround of the Year” Award

EDUCATION

BA, with academic honors, University of Florida, Gainesville

ALSO...

Hugh has more than 35 years of experience leading operational improvements, turnarounds, mergers and acquisitions and strategic transformations for both public and private companies across a diverse group of industries. He has served as President or CEO of nine companies and as a director on fifteen boards of directors over his career.

Other Public Boards

•Huron Consulting Group Inc. (since February 2018)

Former

•Edison Mission Energy (2012 – 2014)

•Energy Future Competitive Holdings Company LLC; Texas Competitive Electric Holdings Company LLC from 2013 to October 2016

VOTING SUPPORT

2018: 99.0% |2021 PROXY STATEMENT  2017: 99.2%|  

​

10 |

11

ELECTIONTABLE OF DIRECTORSCONTENTS

David P.
Williams

Executive Vice
President and Chief Financial Officer,
Chemed Corporation

Chairman of the Board, Regis Corporation

Independent

Director since 2011

Age: 58

Board
committees

•Audit, ACFE

•Nominating and Corporate Governance

​

Career Highlights

•Chief Financial Officer, Chemed Corporation, a provider of hospice care and repair and maintenance services, since February 2004

•SVP & CFO, Roto-Rooter (1998 – 2004)

•CFO, Omnia Group

•SVP & CFO, Veratex Group

•Tenure at PricewaterhouseCoopers (1983 – 1990) including last title as Manager, Comprehensive Professional Services Consulting Group

Skills / Experience

•Leadership experience

•Accounting and financial expertise

EDUCATION

BA, Accounting, Michigan State University

MBA, with high honors, Michigan State University’s Executive Management Program

ALSO...

Under David’s financial leadership, Chemed’s shareholders receive returns on their equity that far outpace the rest of the industry

vOTING sUPPORT

2018: 98.4% | 2017: 99.1% | 2016: 89.1% | 2015: 89.8% | 2014: 99.4% | 2013: 97.1%
2012: 96.7% | 2011: 81.8%

​

2019 Proxy Statement |11

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 boardBoard 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 ourthe Compensation Discussion and Analysis.

Analysis section of this Proxy Statement.

All of our directors, except our President and CEOChief Executive Officer, are independent. We provide inIn our User’s Guide at the end of this proxy statementProxy Statement, we provide a description of our Board’s independence standards. Under these standards, the Board has determined that each director, with the exception of Mr. Sawyer,Athayde, our President and CEO,Chief Executive Officer, is independent. The Board has also determined that the independence of Mr. Williams, Chief Financial Officer of the parent company of Roto-Rooter, and Mr. Grissen, former Group President of Marriott International, Inc., is not impaired by the fact that the Company pays Roto-Rooter and Marriott for plumbing and hotel services, respectively.services. Accordingly, a supermajority of our Board is independent.

Our board chair is an independent director. The Board believes that having

We have an independent Chair isof our Board. In connection with our Chief Executive Officer succession last year, Mr. Beltzman, an appropriate governance practice and leadership structureindependent director who has served on the Board for our Company at this time.the last nine years, was appointed Chair of the Board.

All of our directors stand for election every year.

year.

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

Board and committee meeting attendance. Each of our then-serving directors attended, in person or by teleconference, at least 75% of the fiveseven meetings of our Board and the meetings of the boardBoard committees on which each director served during the fiscal year endingended June 30, 2019.2021.

Annual meeting attendance. Our Board does not have a formal policy relating to Board members’ attendance at annual shareholders meetings. Directors are, however, encouraged to attend these meetings and all but one of our then-serving directors attended our 2018virtual 2020 annual shareholders meeting in person and the other then-serving director participated telephonically.meeting.

Our 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 the board to review. The Company’s governance guidelinesOur 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 boardBoard compensation until they cease to serve as directors.

Age and tenure limitsprovisions. The Company’s corporate governance guidelinesOur Corporate Governance Guidelines contain both age and tenure limit provisions.

Over-boarding. The Company’s corporate governance guidelinesOur Corporate Governance Guidelines contain provisions related to limiting its directors’ service on other boards of directors.

Director evaluations. The Company’s corporate governance guidelinesOur Corporate Governance Guidelines contain provisions requiring annual boardBoard 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 boardBoard 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 provide means for shareholdersvalue, and seek, input from a wide variety of sources to communicate with the Board—which are described in the User’s Guide at the end of this proxy statement.inform their work. Our directors have also made it a practice to proactively engage with shareholders.shareholders to obtain their input. 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. Therefore, our directors provide several means to obtain shareholder input, including in connection with our annual shareholder meeting and through our investor relations process and our engagement activities.

​

12 |

How We Govern the Company


The Board’s Rolerole in Risk Oversightrisk 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 our financial, strategic, and operational issues, as well as the risks associated with each. The Board also oversees the Company’s Data Security Incident Response Plan, which serves as a Company-wide guide to facilitate a systematic response to security incidents and is designed to prevent or minimize disruption of critical information systems, to minimize loss or theft of

12  |  
​​

TABLE OF CONTENTS

How We Govern the Company
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 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 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 about such risks.reports. In addition, the Board and the committees receive regular reports from our Chief Financial Officer, General Counsel, Executive and Senior Vice Presidents, and other Company officers and personnel with roles in managing risks. The Compensation Committee is also advised by its compensation consultant, which periodically reviews the risks relating to the Company’s compensation practices. Our leadership team meets with our General Counsel and head of Internal Audit to discuss and evaluate risks applicable to our Company.

Director Nomination Processnomination process. The Nominating and Corporate Governance Committee is responsible for screening and recommending for nomination director candidates to the full Board for nomination.Board. The Nominating and Corporate Governance Committee will consider nominations received from our shareholders,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, in order 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.

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 ofto the requirement of our Corporate Governance Guidelines and New York Stock Exchange (“NYSE”) and SEC regulations that at least a majority of the board consistBoard 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. Although we do
The Company’s policies for, and commitments to, diversity are contained within the Code of Ethics, which explicitly provides that the Company will not have a specific policydiscriminate against anyone on diversity,the basis of race, color, gender, sexual orientation or identity, religion, age, national origin, disability, or any other classification protected by law. The Code of Ethics explicitly extends these protections to customers and provides that the Company strives to foster an environment of respect, inclusiveness, humanity, and humility.
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 gender, race, national originEthics, as well as diverse skills and executive or professional experience, including skillsexperiences, such as an understanding of the retail industry, the hair-care market, finance, accounting, marketing, technology, and international experience, when considering nominees.experience. The Company believes thatNominating and Corporate Governance Committee expects every member of the principal qualification of a prospectiveBoard and every director is the abilitycandidate to be able to act effectively on behalf of all shareholders.shareholders and stakeholders.
2021 PROXY STATEMENT  |  13

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 the Corporate Secretary, Regis Corporation, 7201 Metro3701 Wayzata Boulevard, Edina,Suite 500, Minneapolis, Minnesota 55439.

55416.

​

2019 Proxy Statement |13

How We, the Directors, Are Governed

How We, the Directors, Are Governed

Our corporate governance provisions that relate to our board of directorsBoard are summarized in the preceding section. Our compensation governance provisions are summarized in the Compensation Discussion and Analysis section of this proxy statement.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, at Regis Corporation, 7201 Metro3701 Wayzata Boulevard, Edina, MN 55439.

Suite 500, Minneapolis, Minnesota 55416.

Code of Business Conduct and Ethics. The Board has adopted athe Code of Business Conduct and Ethics, (the “Code of Ethics”) thatwhich applies to all of our employees, directors, and officers, including our President and Chief Executive Officer, Chief Financial Officer, principal accounting officer or 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. You may request copies, which will be providedThe 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, 7201 Metro3701 Wayzata Boulevard, Edina,Suite 500, Minneapolis, Minnesota 55439.55416. We intend to promptly disclose future amendments to certain provisions of ourthe 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 2019.2021.

Complaint/hotline procedures. The Company’s 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.

14  |  
​​

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 committees at fiscal year-end is set forth below.

Our Board’s Committees

Director Name

Audit

Compensation

Nominating and
Corporate Governance

Technology

Daniel G. Beltzman

​

■ CHAIR

■

■

Virginia Gambale

■

■

​

■ CHAIR

David J. Grissen

■1

​

■ CHAIR

■

Mark S. Light

​

■

■

■

Michael J. Merriman

■1 CHAIR

■

​

​

M. Ann Rhoades

■

■

​

​

Hugh E. Sawyer

​

​

​

■

David P. Williams

■1

​

■

​

Meetings during fiscal 2019

4

6

4

4

1Denotes Audit Committee Financial Expert

Our Board’s Committees

​
Director Name
​​
Audit
​​
Compensation
​​
Nominating and
Corporate Governance
​​
Technology1
​
​
Felipe A. Athayde
​​
​​
​​
​​
■
​
​
Daniel G. Beltzman
​​
​​
■
​​
■
​​
■
​
​
Virginia Gambale
​​
​​
■
​​
​​
■  CHAIR
​
​
David J. Grissen
​​
■2
​​
​​
■  CHAIR
​​
■
​
​
Mark S. Light
​​
​​
■
​​
■
​​
■
​
​
Michael Mansbach
​​
​​
​​
​​
■ CHAIR-ELECT3
​
​
Michael J. Merriman
​​
■  CHAIR2
​​
■
​​
​​
​
​
M. Ann Rhoades
​​
■
​​
■  CHAIR
​​
​​
​
​
Meetings during fiscal 2021
​​
6
​​
4
​​
4
​​
4
​
1
Ms. Andrews joined the Technology Committee in September 2021
2
Denotes Audit Committee Financial Expert
3
The Board has appointed Mr. Mansbach as Chair of the Technology Committee effective at the Annual Meeting when Ms. Gambale’s term on the Board ends
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.

​

14 |

Our Board’s Committees


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, at 7201 MetroRegis Corporation, 3701 Wayzata Boulevard, Edina,Suite 500, Minneapolis, Minnesota 55439.55416. 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 our financial statements and financial reporting processes; (ii) our internal accounting systems and financial and operational controls; (iii) our audit, accounting, and financial reporting processes; (iv) the engagement, qualifications, and independence of the independent auditor; (v) the performance of our internal audit activities; and (vi) compliance with our ethics programs, including the Code of Ethics, our whistle-blower policy, and legal and regulatory requirements.

In carrying out these duties, the Audit Committee maintains free and open communication betweenamong the Board, the independent auditor, and our management. The Audit Committee meets with management and the independent auditor at least quarterly, generally prior to our 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. Williams, Mr. Merriman and Mr. Grissen, allboth of whom are independent directors, is an audit committee financial expert (ACFE)(“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.
2021 PROXY STATEMENT  |  15

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Our Board’s Committees
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 executive officersexecutives and to consider and to recommend incentive compensation and equity-based compensation plans. The Compensation Committee also reviews director compensation, oversees the evaluation of the CEO,Chief Executive Officer, and evaluates on an annual basis its own performance on an annual basis.and the adequacy of its charter. Additional information about the responsibilities of the Compensation Committee is provided below in ourthe Compensation Discussion and Analysis.Analysis section of this Proxy Statement. The Board has determined that all members of the Compensation Committee also meet the NYSE definition of independence applicable to Compensation Committee members.

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. ItThe Nominating and Corporate Governance Committee also monitors Board educationqualifications and orientation of new directors, and manages the annual CEO evaluation. In addition, the Nominating and Corporate Governance Committee assists the Board in the development of and compliance with the Company’s Corporate Governance Guidelines. It alsoChief 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 and further develops the Company’s 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, this committeethe 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; theplanning, investments, prioritization, degree and pace of innovation;innovation, and related business purposes. ItThe 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. ItThe 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. In addition, it reviewsplans and the adequacy of processes, tools, facilities, and technology leadership connected with product and technology development, and it reviews and recommends the costs, benefits, risks and prioritization associated with significant technology investments and deployments.

development.

​

16  |  
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2019 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 boardBoard 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 membersdirectors 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 August 2018,October 2020, for the third year in a row, the Board reviewed our director compensation against market practices and determined to not to increase the value of certain director compensation elements commencing at the 2018 Annual Meeting,program for fiscal 2021, which reflects our current non-employee director compensation as follows:

•is described below:

An annual cash retainer of $70,000;

•Annual$70,000, which is paid quarterly;

An annual cash retainersretainer 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 vest monthly over a period of one year and pay 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 additional payment of $90,000 for our independent Chair of the Board. As described below, Mr. Beltzman receives his independent Chair compensation in the form of cash. Until his term expired at the 2020 Annual Meeting, Mr. David Williams served as independent Chair and then as our independent Lead Director. Mr. Williams received an annual grant of restricted stock units valued at $90,000 payable to our independent Chair of the Board, which vestthat vested monthly over a period of one year and paypaid out when the Chair leaveshe left the Board, generallywhich were granted on the date of the Chair’s re-election at theour last annual meeting of shareholders.

In October 2015, the Compensation Committee provided that Mr. Beltzman would henceforth receive cash in lieu of a director equity grant due to his beneficial ownership of greater than 20% of our outstanding common stock. Therefore, for his term ending October 22, 2019, he is receiving26, 2021, Mr. Beltzman was entitled to receive an additional $110,000 in cash and noin lieu of an annual equity grant.

For the same reasons, Mr. Beltzman receives the $90,000 annual payment for serving as independent Chair of the Board in the form of cash paid quarterly. In June 2021, as the result of a pre-determined contractual termination date, Birch Run Capital Advisors, LP ceased to serve as the registered investment advisor to Walnut BRC, LP and Torch BRC, LP., and therefore, no longer has any voting or investment power over the shares of our common stock held by those entities. As a result, Mr. Beltzman no longer beneficially owns greater than 20% of our outstanding common stock and, beginning in fiscal 2022, will receive the same cash and equity compensation as our other non-employee directors described above.

The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2019,2021, information concerning their annual and long-term compensation earned during such fiscal year.

​

2021 PROXY STATEMENT16  |  |

17

FISCAL 2019 DIRECTOR COMPENSATION TABLE

TABLE OF CONTENTS

Fiscal 20192021 Director Compensation Table


Director Name

Fees Earned or Paid
in Cash ($)

Stock Awards1

($)

Total($)

Daniel G. Beltzman

188,750

—

188,750

Virginia Gambale

85,000

109,995

194,995

David J. Grissen

81,250

109,995

191,245

Mark S. Light

70,000

109,995

179,995

Michael J. Merriman

88,750

109,995

198,745

M. Ann Rhoades

70,000

109,995

179,995

David P. Williams

85,000

199,985

284,985

1Values expressed represent the aggregate grant date fair value of restricted stock units granted during fiscal 2019, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 for a description of the assumptions used in calculating these amounts.

Fiscal 2021 Director Compensation Table

​
Director Name
​​
Fees Earned or Paid
in Cash ($)
​​
Stock Awards1
($)
​​
Total($)
​
​
Daniel G. Beltzman
​​
146,250
​​
—
​​
146,250
​
​
Virginia Gambale
​​
67,500
​​
109,998
​​
177,496
​
​
David J. Grissen
​​
61,875
​​
109,998
​​
171,871
​
​
Mark S. Light
​​
52,500
​​
109,998
​​
162,496
​
​
Michael Mansbach
​​
3,076
​​
40,685
​​
43,761
​
​
Michael J. Merriman
​​
67,500
​​
109,998
​​
177,496
​
​
M. Ann Rhoades
​​
52,500
​​
109,998
​​
162,496
​
​
David P. Williams2
​​
67,500
​​
199,996
​​
267,496
​
1
Values expressed represent the aggregate grant date fair value of restricted stock units granted during fiscal 2021, 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, 2021 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
Mr. Williams did not stand for re-election when his term ended at the 2020 annual meeting of shareholders.

The following table shows, for each of our current non-employee directors, the aggregate number of stock and option awards beneficially owned by themoutstanding as of June 30, 2019:

2021:
​

Director Name

​

​
Aggregate Stock Awards


Outstanding as of 06/30/1821 (#)

​

​
Aggregate Option Awards
Outstanding as of 06/30/1821 (#)

​

​

Daniel G. Beltzman

17,535

​

​

17,535
​​
—

​

​

Virginia Gambale

9,377

​

​

32,770
​​
—

​

​

David J. Grissen

37,399

​

​

60,792
​​
—

​

​

Mark S. Light

37,399

​

​

60,792
​​
—

​

​

Michael Mansbach
​​
3,912
​​
—
​
​
Michael J. Merriman

47,793

​

​

81,186
​​
—

​

​

M. Ann Rhoades

25,903

​

—

David P. Williams

​

65,028

49,296

​

​
—

​

​

Election of Directors

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

Item One

2019 Proxy Statement | 17

APPROVAL OF
ADVISORY VOTE ON
COMPENSATION OF
NAMED EXECUTIVE
OFFICERS

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.

Item 2

2019 Proxy Statement | 17

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18  |  
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18 |

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TABLE OF CONTENTS


2021 PROXY STATEMENT  |  19

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 ourthe 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 statementProxy 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 achievement ofachieving our financial and business goals, while also aligning our executives’ interests with those of our shareholders. In fact, our executives are highly encouraged to invest in the long-term success of our Company through our matching program, which promotes an ownership mentality amongst our leaders. 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.

Proxy Statement.

As described in the CD&A section of this Proxy Statement, we believe that our fiscal 20192021 results continue to yield the pay-for-performance alignment that the Compensation Committee is seeking for our shareholders. Specifically,Importantly, we made significant progress incompleted our transformational strategy to convertbrand-centric reorganization, we nearly finalized our conversion to an asset-light, franchise platform. At the same time,technology-enabled, fully-franchised model with only 276 Company-owned stores remaining, we continuere-aligned our organizational structure and financial plans to generate the cash needed to support thoughtful investments in our future state through customer-facing technology, differentiated marketing and advertising, industry-leading stylist recruiting and education and ongoing efforts to eliminate non-essential costs that are required tobetter support our franchise conversion.

longer-term strategies and growth as an asset-light business, we focused on advancing our technological capabilities by promoting the adoption of OpenSalon® Pro by our eligible franchise-owned salons, and we implemented KPIs and MBOs, along with reporting and review processes, for positions of directors and above for fiscal 2022.

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 2019,2021, 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.

&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 areis 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.

​

20  |  
​​

2019 Proxy Statement|19

TABLE OF CONTENTS

EXECUTIVE COMPENSATION


COMPENSATION DISCUSSION AND ANALYSIS
cOMpensation Discussion and Analysis

Featured Highlight

In our prior year’s proxy,Background

Our Company
At Regis, we highlighted what we believe is an unusual compensation best practice that encourages eligible executivesexist to invest their own money1 in sharesunleash the beauty of Regis Corporation.

potential. We have continueddefined four specific values and reciprocal behaviors that will drive our compensation leadership this year, includingdirection 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 the unusual designour employees, franchisees, stylists, brands, services, and application of our short-term incentive plan (STIP or bonus).2

products. Our brands, which include Supercuts, SmartStyle, Cost Cutters, Roosters, and First we set what we believed to be genuinely tough stretch goals. We understand that some shareholders and proxy advisers believe that many bonus targets are set at easy-to-achieve levels. We did not do that: weChoice Haircutters, are in the midstbusiness of amaking people look and feel their best.

As of June 30, 2021, the Company franchised, owned, or held ownership interests in 5,917 salon and beauty school locations in North America and beyond. We have substantially completed our multi-year transformation and believe it is important to set goals that reflect the intensity of our commitment to getting Regis where we want it to be. So the first thing that sets us apart is that we are willing to set tough goals –bonus pay is genuinely at risk at Regis.

Two of our three tough corporate goals were not achieved, so no payouts were made on these.

But our team significantly exceeded the third and most important goal, and it is how we reacted to this success that is the second thing that sets us apart.

Some governance experts say that they have a visceral negative reaction to any exercise of board discretion in applying pay plans to outcomes, unless the discretion is used to reduce what executives would otherwise have earned.

We do not believe that denying to executives pay they expect under the terms of an agreed-upon plan is a good way to motivate and reward. asset-light, technology-enabled, fully-franchised business with only 276 Company-owned salons remaining.

We believe in creating a culture of striving for the best for our approximately 2,500 employees, of whom approximately 500 serve our corporate and franchisor functions and 2,000 serve as field employees or at our remaining Company-owned salons, and extending that companies that find they needculture to use negative discretion because the set goals were too easy to achieve might better apply their discretion toward setting tougher goals.

We think from a performance, governance, and human-nature perspective, it is wiser to set tough goals and then, if executives strongly outperform these tough goals, reward what is truly exceptional achievement. Hard-won rewards are much more apt to be motivating than unexpected pay reductions for achieving non-stretch goals.

We acted on these beliefs this year. As you will read in the pages that follow, while our eligible executives earned no payout on two of the three corporate STIP goals, we used discretion to increase the reward on their over-achievement of the key company goal and their individual MBOs.affiliates. We hope you will agree that this reflects our willingness to re-think every aspect of compensation and our willingness to be leaders.

1That they earned qualifying proceeds from their annual short term incentive plan

2All of the information in this proxy statement, including in this CD&A needs to be read in full to get a complete and accurate description of Regis’s approach to compensation. This is just a summary of a key feature of Regis’s compensation plan and actions described in full in the pages that follow.

​

EXECUTIVE COMPENSATION Discussion and Analysis

20 |

Our People

At Regis, we enable hundreds of people to become small business owners through our franchise system. And that culture is also diverse and inclusive; approximately 86% of our U.S.-based employees are women, and 46% of our U.S.-based employees are racial and ethnic minorities.

Our ownershipStrategic Transformation
In recent years, we undertook to complete a multi-year strategic transformation to accelerate the growth of our franchise model. In fiscal 2021, we pushed forward to embrace the full potential of this undertaking by completing a brand-centric corporate reorganization and nearly finalizing our strategic transformation into an asset-light, technology-enabled, fully-franchised business. In doing so, we re-aligned our corporate structure, our goals, and our budgeting process to match our asset-light model, we advanced our technological capabilities through franchisees’ adoption of our proprietary point of sale and salon management system, Opensalon® Pro, in 1,977 franchise-owned salon locations, and we furthered our pay for performance culture reflectsthrough the implementation of performance metrics for positions of directors and above for fiscal 2022.
As to the corporate re-alignment process, we developed a Zero-Based Organization (“ZBO”) design to align our beliefcorporate structure to those roles and capabilities needed as a brand-centric, fully-franchised business. We engaged an external consultant to help challenge our thinking as we embarked on this process. To begin, we set out a scope of work for each role within our corporate structure, we defined the right size of each business team based on resources and priorities, and then we defined the right corporate structure to succeed as an organization. This process resulted in the current structure of our Company, which has the right people in the right places, doing the right work, and being held accountable based upon the right metrics. And, in parallel with this ZBO process, we developed a Zero-Based Budget (“ZBB”) for all non-people general and administrative (“G&A”) expenses. During this process, each business team leader was required to justify every dollar in their proposed budget submission and the external ZBB consultant team ensured consistency, set policies, and confirmed that leadership shouldthe budgeted expenses matched the priorities to be enabled throughoutachieved by the Company. These steps ensure that our expenses are aligned with our new asset-light business model and respective priorities. As a result, our financial structure offers better visibility into and control over our expenses and corporate and personal accountability for our budgets.
2021 PROXY STATEMENT  |  21

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
As to the furtherance of our pay for performance culture, we implemented a formal top-down Management by Objectives (“MBO”) process, which set performance metrics for the positions of directors and above for fiscal 2022. First, the Company developed the overall key business objectives of the organization and owners have reasonthen cascaded down those objectives to beeach business team leader. Thereafter, each business team leader and its director-level and above reports developed individual Key Performance Indicators (“KPIs”), or goals used to evaluate the performance of those positions, which directly correspond to the Company’s key business objectives. And, manager-level positions within a business team assumed the same KPIs as their director-level leaders.

We then tied those KPIs to future bonuses to ensure that bonuses are only paid out if the Company meets or exceeds its key business objectives for the year.

Our Compensation Discussion & Analysis (CD&A)Leaders
As discussed above, we completed a brand-centric corporate reorganization that resulted in changes to our leadership. As part of this reorganization, we completed the transition to, and onboarding of, our President and Chief Executive Officer, Felipe Athayde, upon the retirement of Hugh Sawyer. In addition, and to accelerate our Company’s growth plans, we created a new position, Chief Strategy Officer, and appointed Matthew Doctor to this position. Finally, to solidify our brand-centric reorganization, we appointed Mr. Shawn Thompson to the position of President of Supercuts and Jim Lain to the position of President of SmartStyle and Portfolio Brands, a natural transition from his former role as Chief Operating Officer. This shift resulted in the departure of certain executive officers, including Eric Bakken. James Townsend also departed at the end of the fiscal year in connection with his family’s relocation to the United Kingdom for personal reasons.
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 20192021, our NEOs are:

​
Name

Name

​

Title

​

Title
​​
Period of Employment

​

Hugh E. Sawyer

​

Felipe A. Athayde
​​
President and Chief Executive Officer

April 2017​

​
October 2020 - present

​

Andrew H. Lacko

​

Kersten D. Zupfer
​​
Executive Vice President and Chief Financial Officer

July​

​
February 2007 - present
​
​
Chad Kapadia
​​
Executive Vice President and Chief Technology Officer
​​
June 2018 - present
​
​
Amanda P. Rusin
​​
Executive Vice President, General Counsel, and Corporate Secretary
​​
January 2018 - present
​
​
James A. Townsend
​​
Former Executive Vice President and Chief Marketing Officer
​​
April 2019 - June 2021
​
​
Hugh E. Sawyer
​​
Former Chair of the Board, President and Chief Executive Officer
​​
April 2017 - present

October 2020
​

​

Eric A. Bakken

​

​
Former Executive Vice President and President - Franchise

​

​
January 1994 - present

Chad Kapadia 

December 2020

Executive Vice President and Chief Technology Officer

June 2018 - present

Jim B. Lain

Executive Vice President and Chief Operating Officer

November 2013 - present

​
22  |  
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TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary of the Fiscal 2019
Our Executive Pay Plan

Our New and Innovative 2019 Pay Plan was Designed to Support an Ownership and a Pay For Performance Culture

What We Wanted

The members of Regis Corporation’s Compensation Committee began the process of creating a newOur fiscal 2021 compensation plan for fiscal 2019 recognizing that the Company’s situation had evolved substantially during fiscal 2018.

The Compensation Committee set forth some fundamental principles:

•We wanted Regis’s employees to do more than think like owners—we wanted them to be owners, and to invest their own funds to become owners.

•We wanted compensation to reward the achievement of financial goals as well as individual objectives tied to the achievement of the key elements ofincludes four main components: base salary, short-term incentives, a long-term strategy.

•Shareholder engagement had to, and did, occur before we adopted our fiscal 2019 pay plan in order to benefit from and incorporate their wisdom into the plan design.

The Journey was as Unusual as the Plan

During fiscal 2018, members the compensation committee had individual conversations with senior stewardship/proxy voters at the Company’s large shareholders, human capital thought leaders, senior executives of highly regarded companies, and compensation experts at leading proxy advisors.

Our directors conducted these meetings without members of management present. Our directors asked shareholders to direct them to the best-designed plans and the most significant shareholder position papers, which they then read. Our directors collected and analyzed this input to create the framework of a new plan. As part of this effort, we also hired a new compensation consultant, who was willing to enable and support our creativity. They then worked closely with the Board to shape a plan that suited our Company with its current set of risks and opportunities. Our directors continued to engage with our large shareholders in fiscal 2019 and intend to extend offers to meet with these shareholders again in fiscal 2020.

​

2019 Proxy Statement |21

EXECUTIVE COMPENSATION Discussion and Analysis

At our 2018 annual shareholders meeting, over 99% of our shares voted were cast in favor of our executive compensation program. We believe that this was in part due to our continuing shareholder engagement which has been important to the evolution of our compensation program in response to the transformation of our business over the past several years.

What Changed

•Under our fiscal 2019 pay plan:

•Executives no longer receive automatic annual equity grants. Instead in fiscal 2019, each eligible executive received a single, larger initial equity grant at the outset of a five-year period and is not expected to receive additional automatic annual grants for the remainder of the period. 75% of the fiscal 2019 equity grant was in the form of performance shares (PSUs), which require our achievement of a three-year stock price performance goal, after which award recipients must wait an additional two years (until the fifth anniversary of the grant) to achieve vesting. The remaining 25% of the fiscal 2019 equity grant was in the form of restricted stock units (RSUs) that will cliff-vest after three years. Executives and other eligible employee participants may elect to contribute up to half of their earned annual incentive, net of normalized tax withholding (“bonus”) to purchase shares of our common stock under our newly adopted Stock Purchase and Matching RSU Program (“SPMP” or “matching share program”). Under the matching share program, adopted in fiscal 2019, beginning with executives’ earned bonuses for fiscal 2019, the Company will provide a matching grant of RSUs with a value equal to up to 200% of their contribution to the plan (before deducting any related or normalized tax withholding). These RSUs are subject to a five-year cliff vesting condition and participants are also required to hold their underlying purchased shares for the same five-year period. To help build executives’ ownership position at the outset of our new matching share program, we implemented an “early participation program” in fiscal 2019 where eligible executives were able to elect to use up to half of their target fiscal 2018 bonuses, net of normalized tax withholding, in fiscal 2019 to purchase shares and receive a matching RSU grant valued at up to 100% of their contribution, subject to the same five-year cliff vesting requirement.

long-term incentives.

The value of the initial equity grant in fiscal 2019 was approximately three and one-half times the value of the executives’ fiscal 2018 grant. The annualized value of the initial equity grant in fiscal 2019 over the five-year period equates to approximately 70% of the fiscal 2018 grant.

Therefore, if executives do not participate in the matching share program on an annual basis, their five-year pay for the period running from fiscal 2019 to fiscal 2023 will be below what they would have received under the fiscal 2018 program. Executives who choose to make a personal investment in shares of our common stock through the matching share program may receive greater rewards through stock price appreciation than was provided under our former program.

Our fiscal 2019 pay plan’s link to performance is enhanced by the fact that maximum investments in the matching share program are tied to earned bonus payouts. Beginning with their fiscal 2019 earned bonus, eligible executives who elect to contribute 25% of their earned bonus, net of normalized tax withholding, to purchase shares will receive a 100% match on their contribution (before deducting any related or normalized tax withholding); similarly executives who elect to contribute 50% of their earned bonus, net of normalized tax withholding, to share purchases will receive a 200% match on their contribution (before deducting any related or normalized tax withholding). The maximum matching grant opportunity will be lower in years of below-bonus target payout, and higher in years of strong performance.

We believe it is also significant that our fiscal 2019 pay plan has a much longer-term focus than the plan it replaces. No equity will vest until three years after the date of the initial grant and the majority is subject to a relatively lengthy five-year cliff-vesting schedule. In contrast, under our fiscal 2018 plan, RSUs vested one-third per year over a three-year period, while performance awards were earned and vested at the end of three years. In addition, under the new 2019 pay plan, our CEO must hold all his shares that are granted to him pursuant to the new 2019 pay plan until he retires from service to Regis Corporation.

​

EXECUTIVE COMPENSATION Discussion and Analysis

22 |

We believe our termination provisions are also aligned with shareholders’ interest: prior to the third anniversary of the grant date initial RSUs and PSUs will be forfeited in the event of voluntary termination, termination for cause, termination without cause (if the current CEO is CEO at the time of a participant’s termination and the terminated participant’s position has not been eliminated by the Company), or retirement. In other limited circumstances, and in the case of the PSUs, only if applicable performance goals are satisfied, awards may be prorated over the vesting period as detailed in our “Summary of Terms of Equity Awards” located after our “Grants of Plan Based Awards in 2019” table. Termination provisions for awards to our CEO align with these principles, but have been modified slightly to conform with the terms of his employment agreement.

In addition to our annual incentive compensation payments being tied to the achievement of clear financial goals, and in addition to the effects that real ownership produces, we believe our fiscal 2019 equity-based pay plan focuses our leaders on sustainable, long-term performance in ways including these:

•A five-year time frame is long enough for managers to experience the effects of their decision making.

•The extended duration of the plan means management will almost always have significant amounts of unvested equity, discouraging poaching, encouraging retention, and minimizing the impact on shareholders if we part ways with non-performing executives.

•Management can only earn their up-front PSU grant if Regis’ stock price increases to the target.

The following table summarizes each major elementcash elements of our fiscal 2019 pay plan.

2021 compensation plan include:
​
Element
​​
Form
​​
Metric
​​
Performance Period
​​
Objective
​

Element

​

Form

Metric

Performance
Period

Objective

Base Salary

Cash

​

Fixed

​

Cash
​​
Fixed
​​
N/A

​

​
Provide a base level of compensation for executive talent

talent.
​

​

Annual Incentive
(“ (“AIC” or “Bonus”)

Cash

​

Opco EBITDA Margin1 (20%)

​

Cash (unless executive elects to purchase equity with cash payout)
​​
Transition to Fully Franchised Model: Vendition and Salon Closures (30%)
​​
1 year

​

​
Motivate executives to meet and exceed objectives aligned with our annual strategic plan; executives able tomay elect to contribute up to half of their earned fiscal 20192021 Bonus to purchase shares of the Company’s common stock and have such purchase matched at a rate of up to 200%, dependent on the employee’sexecutive’s underlying contribution under our newly adopted matching share program

program.
​

​

Franchise openings1 (20%Adoption of Opensalon® Pro (25%)

​

Adjusted EBITDA1 (20%​

Transition the Organization and G&A Structure to the “Future State” Structure and Budget (25%)

​

Individual NEO Performance
Goals1 (40%)

Long-Term Incentive
Compensation

​

Performance Stock Units (PSUs)1
75%

Launch KPI and MBO Process to drive results and performance (20%)

End-of-Period Share Price

3 years (then subject to 2 additional years of service-based vesting)

Provide market-competitive equity-based compensation opportunities that enhance executive retention while aligning interests of executives and shareholders

Our NEOs received a single, larger initial equity grant under our existing long-term incentive plan at the outset of the five-year period running from fiscal 2019 to fiscal 2023 and are not expected to receive additional automatic annual grants for the remainder of the period.

Restricted Stock Units (RSUs)1
25%

Time-Based Vesting
(value driven by stock price)

Cliff vest at end of year 3

​
The equity elements of our compensation plan include our matching share program and our long-term incentive plan. Under our matching share program, we offer to our executives the opportunity to contribute up to 50% of their annual 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 2021 were subject to five-year cliff vesting.

1Change

Under our long-term incentive plan in effect for fiscal 2019.

2019 to fiscal 2021, we offered to our executives front-loaded, five-year long-term incentive awards that deliver 75% of the long-term value in the form of performance stock units (“PSUs”) tied to the achievement of three-year stock price goals with additional two-year service vesting requirements and the remaining 25% in the form of RSUs with cliff vesting after three years.

​

Information about changes to our matching share program and long-term incentive plans that were approved subsequent to fiscal 2021 is described below.

2019 Proxy Statement |23

Our 2020 Say-on-Pay Vote Result

EXECUTIVE COMPENSATION DiscussionIn 2018, we introduced a new executive compensation program, including the matching share program and Analysis

Inthe front-loaded long-term incentive plan described above. Members of our Board and Company management engaged with shareholders to understand their views on this new program. We believe that shareholders understood our ownership-based, pay for performance philosophy, which resulted in a high level of support for our say-on-pay vote for fiscal 2019,2020, for which shareholders holding 98.7% of the majorityshares voted on the proposal voted in favor of our executive pay opportunities were, once again, delivered primarily through performance-based elements of pay, including over 70% of our CEO’s target compensation and nearly 63% of our other NEO’s target compensation, on average.

compensation.

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 achievement ofachieving our financial and business goals, while also aligning our executives’ interests with those of our shareholders.
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TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee has adopted a compensation philosophy that centers on the following guiding principles:

Generally target total direct compensation at the market median,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.

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

•

For fiscal 2019,2021, the members of the Committee focused on tying PSUs to share-price enhancements. We set performance goals based on achieving an End-of-Period Share Price target, defined as the volume-weighted average closing price of our common stock across the 50 trading days that end on July 1, 2021. This goal aligns with our focus on creating shareholder value.

•For fiscal 2019, theCompensation Committee set challenging annual incentive performance expectations related to increasing OpCo EBITDA Margin, driving franchise openingsour conversion to a fully franchised model, resetting our organizational structure and growing Adjusted EBITDA as well as individual NEO performance goal achievement.

financial plans to better support our longer-term strategies and growth, promoting the adoption of Opensalon® Pro by our eligible franchise-owned salons, and implementing fiscal 2022 KPIs and MBOs, along with reporting and review processes, for positions of directors and above.

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.

​

EXECUTIVE COMPENSATION Discussion and Analysis

24 |

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 2017,2021, with the assistance of its former independent compensation consultant, Willis Towers Watson,Pay Governance LLC (“Pay Governance”), the Compensation Committee reviewed and revised the listselected a new set of peer companies in itsto be used for compensation benchmarking purposes. That peer group set forth below, which was first selected in 2013.

includes the following companies:
Biglari Holdings
​​
e.l.f. Beauty
​​
Nature’s Sunshine

Boyd Gaming Corp.

Brinker International, Inc.

Buffalo Wild Wings, Inc.1

Cracker Barrel Old Country Store

Carriage Services
​​
El Pollo Loco Holdings
​​
OneSpa World
Del Taco Restaurants
​​
Franchise Group
​​
Ruth’s Hospitality
Denny’s Corporation
​​
Jack in the Box
​​
Select Interior Concepts
Dine Brands Global, Inc.2

​

Fossil Group, Inc.3

Fred’s, Inc.

Jack in the Box, Inc.

Outerwall, Inc.4

Panera Bread Co.5

​

​

LifeVantage

Penn National Gaming, Inc.

Revlon, Inc.

Ruby Tuesday, Inc.6

Sally Beauty Holdings, Inc.

Service Corporation International

​

​

The Cheesecake Factory, Inc.

Ulta Beauty, Inc.

StoneMor

1

The Compensation Committee identified these peers through a rigorous process designed to identify companies that are aligned with Regis considering dimensions including industry adjacency, business model, company market capitalization, and revenue. It selected this peer group in the belief that it represents a balanced set of comparator companies, with Regis near the peer group median on key metrics. At the time the peer group was selected, Regis was positioned near the 62nd percentile in terms of revenue and near the 51st percentile in terms of market capitalization. As of February 5, 2018, Buffalo Wild Wings, Inc. operates as a subsidiarythe end of Arby’s Restaurant Group, Inc.

2Formerly known as DineEquity, Inc.

3Fossil Group, Inc. is excluded for purposesfiscal 2021, Regis remained near the median of benchmarking Chief Executive Officer compensation because its chief executive officer doesthe peer group in terms of revenue, but fell within the bottom quartile in terms of market capitalization.

In fiscal 2021, we did not receive any annual compensation.

4As of 2016, Outerwall, Inc. was acquired by Apollo Global Management LLC.

5As of July 28, 2017, Panera Bread Co. operates as a subsidiary of Rye Parent Corp.

6As of December 21, 2017, Ruby Tuesday, Inc. was taken private.

In connection with the implementation of our new compensation program, we elected notmake routine changes to increase base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not bench markbenchmark our fiscal 20192021 executive compensation against our peer group or the broader market. We view peer benchmarking as a valuable tool and plan to reassess its use once our strategic transformation is substantially complete and our peer group is similarly revised to reflect our revised business model.

In fiscal 2021, the Compensation Committee approved compensation levels for our newly hired executives, including Mr. Athayde in connection with his appointment as our President and Chief Executive Officer, as described below.

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 executive officers.executives. Our annual cash incentive program is typically referred to as our “bonus” program, and it isthe bonus payments are generally reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.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.
24  |  
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TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to the compensation of our executive officers.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 executive officers;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 onregarding the compensation of the Company’s executive officers,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 wasis not present during deliberations and voting regarding his own compensation or during other executive sessions of the Compensation Committee.

​

2019 Proxy Statement |25

EXECUTIVE COMPENSATION Discussion and Analysis

Role of the Independent Compensation Consultant

Throughout

Since fiscal 2018, and 2019, the Compensation Committee has used Pay Governance as an independent consulting firm to provide executive compensation consulting services to the Compensation Committee. 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.

Throughout

Since fiscal 2018, and fiscal 2019, 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. During fiscal 2018, CamberView Partners, LLC, a consulting firm, also assisted the Committee with shareholder outreach by, among other things, creating presentation materials, which was important to the design of our fiscal 2019 pay plan. 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.

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TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Elements of the Executive Compensation
Program in Fiscal 2019

Target Compensation Mix for Fiscal 2019

The Committee established the mix of base salary and incentive compensation by referencing market practices for total direct compensation and for each element, subject to adjustments in the Committee’s discretion based on Company-wide and individual performance factors. In developing the total direct compensation package for an NEO, the Committee considered the internal relationship of pay across all executive positions. To tie compensation to performance, the Committee structured annual incentive compensation and the performance-based element of long-term incentive compensation in a manner that provided the opportunity to earn above market compensation for results above target, and below market compensation when the target is not achieved. Target total compensation for Mr. Sawyer, our CEO, is not directly comparable to his compensation in fiscal 2018 or to the compensation of the other named executive officers due to the terms of his employment agreement (discussed below under “Compensatory Arrangements with Mr. Sawyer”), under which he was first eligible to receive a long-term incentive award in fiscal 2019. Compared to fiscal 2018, target total compensation for the other NEOs increased considerably due to our grant under our fiscal 2019 pay plan of a single, larger initial long-term incentive award at the outset of a five-year period, as discussed below. Due to this large, single grant, our executives are not expected to receive additional automatic annual grants for the remainder of the period.

2021

Base Salary Decisions for Fiscal 2019

2021

The Compensation Committee assisted by its independent compensation consultant, did not increasemodify our NEOs’ base salaries for fiscal 2019,2021, which were consistent with fiscal 20182020 base salaries.

The base salary for Mr. Athayde, our new President and Chief Executive Officer, was determined with the assistance of an external pay consultant, Pay Governance LLC, and included a review of CEO compensation levels and trends across similarly situated companies, as well as negotiations between the Company and Mr. Athayde, as described in greater detail below.

​

EXECUTIVE COMPENSATION Discussion and Analysis

26 |

BaseAs a result, base salaries for our NEOs for fiscal 20192021 were as follows:

​
Name
​​
Base Salary at June 30, 2020
(Annualized)
($)
​​
Base Salary at June 30, 2021
(or Date of Termination, if earlier)
(Annualized)
($)
​​
Increase/(Decrease)
(%)
​
​
Felipe A. Athayde
​​
—
​​
700,000
​​
—
​
​
Kersten D. Zupfer
​​
425,000
​​
425,000
​​
—
​
​
Chad Kapadia
​​
600,000
​​
600,000
​​
—
​
​
Amanda P. Rusin
​​
350,000
​​
350,000
​​
—
​
​
James A. Townsend
​​
495,000
​​
495,000
​​
—
​
​
Hugh E. Sawyer
​​
950,000
​​
950,000
​​
—
​
​
Eric A. Bakken
​​
495,000
​​
495,000
​​
—
​

Name

Base Salary at June 30, 2018
(Annualized)
($)

Base Salary at June 30, 2019
(or Date of Termination, if earlier)
(Annualized)
($)

Increase
(%)

Hugh E. Sawyer

950,000

950,000

—

Andrew H. Lacko

495,000

495,000

—

Eric A. Bakken

495,000

495,000

—

Chad Kapadia

495,000

495,000

—

Jim B. Lain

400,000

400,000

—

Annual Incentive Decisions for Fiscal 2019

2021

We, the

The Compensation Committee determinedetermines the annual incentive compensation (“AIC” or “bonus”) payouts each year in accordance with our Short Term Incentive Plan (“Short Term Plan”).

We the

The Compensation Committee annually selectselects bonus metrics for the Short Term Plan that align executives’ incentives with our strategic objectives. For fiscal 2019, the Committee established the following metrics, the target AIC amountThe goals for which was the same as in our prior fiscal year:

We updated our fiscal 2019 goals by moving away from restructuring objectives that2021 annual incentive plan were complete in prior fiscal years and used goals focused on growingaligned with our franchisetop priorities for our business and maintaining stability through our transformation intofor the year: converting to a fully franchised model.

Name

Target AIC
(as a Percentage
(%) of Salary)

Target AIC
($)

Hugh E. Sawyer

115

1,092,500

Andrew H. Lacko

60

297,000

Eric A. Bakken

75

371,250

Chad Kapadia

60

297,000

Jim B. Lain

60

240,000


Performance Measure

Weighting

Performance Goal

Award Multiplier

Opco EBITDA Margin

20%

Maximum

OpCo EBITDA Margin of 15%

200%

Target

OpCo EBITDA Margin of 11.5%

100%

Threshold

OpCo EBITDA Margin of 9.75%

0%

Franchise Openings 

20%

Maximum

Openings of 1400

200%

Target

Openings of 800

100%

Threshold

Openings of 500

0%

Adjusted EBITDA 

20%

Maximum

Adjusted EBITDA of $80 M

200%

Target

Adjusted EBITDA of $70 M

100%

Threshold

Adjusted EBITDA of $60 M

0%

Individual NEO Performance Goals

40%

​

​

​

*Ifmodel, aligning our organizational structure and financial plans to better support this model, promoting the measured amount achieved is between two performance goals,adoption of Opensalon® Pro by our franchisees, and transitioning our organization to a focus on KPIs and MBOs for fiscal 2022. Further, the award multiplier will be determined through linear interpolation.

We therefore increased the emphasis on OpCo margin and EBITDA, as described above, as well as individual executive performance goals tiedCompensation Committee applied a liquidity funding gate to the CEO’s evolving strategy.

Short Term Plan, whereby if the Company failed to meet a specific liquidity goal, then there would be no payout of any bonus amounts.
​
Name
​​
Target AIC (as a Percentage (%) of Salary)
​​
Target AIC ($)
​
​
Felipe A. Athayde
​​
125
​​
656,2501
​
​
Kersten D. Zupfer
​​
60
​​
255,000
​
​
Chad Kapadia
​​
60
​​
360,000
​
​
Amanda P. Rusin
​​
702
​​
215,833
​
​
James A. Townsend
​​
60
​​
297,0003
​
​
Hugh E. Sawyer
​​
60
​​
570,000
​
​
Eric A. Bakken
​​
75
​​
371,2504
​
1
Mr. Athayde’s Target AIC is prorated from the commencement of his employment in October 2020 through the end of the fiscal year. The Target AIC reported above reflects the pro-rated Target AIC amount.
2
Ms. Rusin’s Target AIC Percentage was 50% until November 30, 2020 and then increased to 70% thereafter, to align with her increased level of responsibilities. The Target AIC reported above reflects this blended rate.
3
Following his resignation on the last day of our fiscal year, Mr. Townsend remained eligible to receive his annual bonus for fiscal 2021, to the extent earned, to be paid at the same time as bonus payments to the Company’s other executive officers.
4
Pursuant to the terms of his separation agreement, Mr. Bakken was entitled to a prorated payout of his Target AIC, which resulted in a payment to him equal to $185,625.

​

26  |  
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2019 Proxy Statement |27

TABLE OF CONTENTS

EXECUTIVE COMPENSATION Discussion and Analysis

DISCUSSION AND ANALYSIS

​
Performance Measure
​​
Weighting
​​
Performance Goal1
​​
Award Multiplier
​
​
Transition to Fully Franchised Model: Venditions and Closures
​​
30%
​​
Maximum
​​
Company-Owned Salon Count = 0 by end of fiscal 2021 (which does not exclude any Company-owned SmartStyle salons)
​​
200%
​
​
Threshold/Target
​​
Company-Owned Salon Count = 0 by end of fiscal 2021 (which may exclude up to 150 SmartStyle salons that remain Company-owned)
​​
100%
​
​
Franchise Adoption of Opensalon® Pro
​​
25%
​​
Maximum
​​
100% of Franchise Salons
​​
200%
​
​
Target
​​
50% of Franchise Salons
​​
100%
​
​
Threshold
​​
35% of Franchise Salons
​​
50%
​
​
Transition the Organization and G&A Structure to the “Future State” Structure and Budget
​​
25%
​​
Maximum
​​
Q4 FY21 Total Company G&A = $22M
​​
200%
​
​
Target
​​
Q4 FY21 Total Company G&A = $26.9M
​​
100%
​
​
Threshold
​​
Implement Zero-Based Budgeting (“ZBB”) and Zero-Based Organization (“ZBO”) structure processes by May 2021
​​
75%
​
​
Launch KPI/MBO Process to Drive Results and Performance
​​
20%
​​
Maximum
​​
All employees will have KPIs and MBOs and reporting and review processes in place by the beginning of FY22
​​
200%
​
​
Threshold/Target
​​
Directors and above will have KPIs and MBOs and reporting and review processes in place by the beginning of FY22
​​
100%
​
1
If the measured amount achieved is between two performance goals, the award multiplier will be determined through straight line interpolation, with the exception of the fourth goal (Launch KPI/MBO Process to Drive Results and Performance).
In setting the metrics for fiscal 2019,2021, the Compensation Committee:

•

Defined OpCo EBITDA Margin as Adjusted EBITDA for our company-owned salons operating segment (OpCo), as reported, which is net income (loss) excluding interest expense, income taxesachievement of the Transition to Fully Franchised Model: Venditions and depreciation and amortization expense, adjusted to exclude employee litigation reserves, divided by OpCo revenue.

•Defined Franchise Openings as theClosures metric based on gross number of franchise openings during fiscal 2019.

•Defined Adjusted EBITDA as the Company’s Adjusted EBITDA, as reported, which is net income (loss) excluding interest expense, income taxes and depreciation and amortization, adjusted to exclude product engineering investments, gains from venditions, employee litigation reserve, professional fees, severance expense, legal fees, goodwill derecognition, TBG restructuring and TBG discontinued operations.

•Set objective and measurable individual goals (MBOs) for each of the CEO’s direct reports in accordance with his/her responsibilities. In each case we focused on the CEO’s evolving strategy and business transformation goals. Our Chief Human Resources Officer and our CFO analyzed each NEO’s performance against the individual goals on a quarterly basis andCompany-owned salons operating at the end of the performance period,fiscal 2021; and discussed the analyses with the CEO and the Committee to determine whether the goals were on target for achievement. Every quarter, for any goal not on target, the Committee discussed with management the actions required to correct the direction toward

Defined achievement of the goal. Following completionFranchise Adoption of Opensalon® Pro metric based upon total percentage of eligible franchise-owned salons that have adopted Opensalon® Pro by the performance period, our CEO evaluated the final analyses to propose a rating with respect to each executive’s achievementend of the individualized goals and provided his recommendations to the Committee for consideration and approval.

Individual goals for our NEOsfiscal 2021. Adoption means (a) actual utilization of Opensalon® Pro and/or (b) signed software agreements during fiscal 2019 included2021 for the following:

•Mr. Sawyer—detailed succession planning, 2020 budget deadlines and financial analysisutilization/implementation of strategic initiatives;

•Mr. Lacko—model and support vendition activity, review and monetize non-core assets, and implement pricing actions to increase year over year revenue;

•Mr. Bakken—secure high quality real estate for franchise locations, and maximize vendition proceedsOpensalon® Pro by recruiting high quality franchise owners;July 1, 2022.

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TABLE OF CONTENTS

•Mr. Kapadia—complete technology projects to support franchise business, and complete and launch Opensalon application; and

•Mr. Lain—oversee vendition execution, reduce number of critical open jobs, and manage certain key performance indicators, including service sales and certain pilot programs. For Mr. Sawyer, his individual goals were thresholds to receive payout of his individual goal component, with his actual individual performance level to be determined by averaging the performance levels of his direct reports.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
In August 2019,2021, the Compensation Committee evaluated performance against the metrics and determined thatmetrics. As an initial matter, the OpCo EBITDA Margin and Adjusted EBITDA thresholds were not achieved, resulting in no payout for those metrics. The Committee determined that, based on openings of 828 new franchise salons, the franchise opening metric was achieved at 105% of target. The Committee reviewed the MBO analysis provided by the CHRO and CFO as well as the CEO’s evaluation of each executive officer’s performance and determined that the NEOs earned their individual performance goal opportunity at the following levels:

•Mr. Lacko – 150%,

•Mr. Bakken – 150%,

•Mr. Kapadia – 120% and

•Mr. Lain – 66%.

TheCompensation Committee determined that the CEO satisfied hisCompany achieved $54.2 million as compared to the liquidity funding threshold goals,of $38.7 million, which is measured as the gap between total liquidity and debt covenant requirements, such that his percentage achievement was calculatedbonus amounts would be paid in accordance with the other metrics. The Compensation Committee then considered each performance measure and determined the total target AIC payout percentages as set forth in the average of the percentage achievement levels by each of his direct reports. Mr. Sawyer’s direct reports had achievement levels of 150%, 150%, 135%, 120%, 120%, 66% and 38%, resulting in an average of 111% for Mr. Sawyer’s individual performance goal achievement level.

following table.

​

EXECUTIVE COMPENSATION Discussion and Analysis

​
Performance Measure
​​
Actual Result
​​
Achievement Metric
​​
Compensation Committee Comments and Discretion
​​
Payout
Percentage
of Total
Target AIC
(%)
​
​
Transition to Fully Franchised Model: Venditions and Closures
​​
Company-Owned Salon Count = 276
​​
33% of threshold/target, yielding payout at 0% of total target AIC
​​
Considered the unique challenges associated with venditioning salons in the midst of the COVID-19 pandemic and elected to recognize key accomplishments, including significant progress made in accelerating venditions of 1,352 of the 1,632 eligible salons, including negotiating lease buy-outs for SmartStyle locations, which resulted in significant EBITDA savings annualized over multiple years.

In recognition of these accomplishments, and the net economic benefit to continue operating the Company-Owned SmartStyle salons as compared to other alternatives, the Compensation Committee applied positive discretion to award a payout equal to one-third of the target for this metric, resulting in a payment equal to 9.9% of total target AIC.
​​
9.9
​
​
Franchise Adoption of Opensalon® Pro
​​
Opensalon® Pro adoption by 1,977 out of 5,421 (36%) eligible franchise-owned salons1
​​
55% of target, yielding payout at 13.7% of total target AIC
​​
—
​​
13.7
​
​
Transition the Organization and G&A Structure to the “Future State” Structure and Budget
​​
Implement ZBB and ZBO structure processes

Q4 Total Company G&A of $22.8 million
​​
184% of target, yielding payout at 45.9% of total target AIC
​​
—
​​
45.9
​
​
Launch KPI/MBO Process to Drive Results and Performance
​​
Directors and above have KPIs and MBOs and reporting and review processes in place
​​
100% of threshold/target, yielding payout at 20% of total target AIC
​​
—
​​
20
​
1
Total number of eligible salons (5,421) is a conservative number; there are only 4,848 eligible salons because our Canadian salons cannot migrate to Opensalon® Pro.
28  |  
​

28 |

​

Finally, weTABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Each executive received a payout equal to 89.5% of his or her total target AIC. In each case, the Committee considered executives’ significant over-achieving onCompensation Committee’s determinations were subject to completion of the goalaudit of generating cash proceeds from venditions (sales). We considered both that these cash proceeds were excluded from the Adjusted EBITDA metricCompany’s annual financial statements. Accordingly, the resulting fiscal 2021 total AIC payouts are listed in the table to the right for the AIC goal and that operating metrics are often more challenging than transaction metrics.

We took motivational factors into account as well. We the Committee believe it is better to set tough goals and reward exceeding them via the application of discretion than it is to set more common, more easily-achievable goals and be forced to use negative discretion when payouts will appear unwarranted. And that is what we did when we appliedexecutives who were eligible for such payments under the Short Term Plan’s cash proceeds metricPlan. Upon Mr. Sawyer’s retirement and Mr. Bakken’s separation, they each ceased to our executives’ outperformance.

Webe eligible for a payout under the Committee therefore decidedShort Term Plan; however, see the discussion below regarding payments made to increase the portion of the AIC payment related to each NEO’s individual performance by an amount equal to 1.3 multiplied by each NEO’s percentage achievement ofMr. Bakken in connection with his individual performance goal multiplied by 40% (which was the weighting of the individual performance goal factor). This process resulted in additional payments tied to each NEO’s own level of achievement and not to across-the-board increases.

separation. The resulting fiscal 2019 AIC percentage achievements and payouts are listed to the right. Below, the calculated portion of the AIC payout related to the achievement of the metrics set at the beginning of the fiscal year is reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column, and the MBO Premium is reported under the “Bonus” column.

 

AIC Weightings - % of Total Target

​

​

​

​

​

​

NEO

20%
Incentive EBITDA

20%
Franchise Openings

20%
OpCo Margin

40%
Individual Goals

Calculated AIC %

30% MBO Premium*

Final % of Target

Calculated AIC Amount($)

MBO Premium($)

Total AIC($)

 

​

​

​

​

A

B

C=A+B

X

Y

Z=X+Y

Hugh E. Sawyer

0%

105%

0%

111%

65.5%

13.3%

78.8%

715,431

145,802

861,233

Andrew H. Lacko

0%

105%

0%

150%

81.0%

18.0%

99.0%

240,570

53,460

294,030

Eric A. Bakken

0%

105%

0%

150%

81.0%

18.0%

99.0%

300,713

66,825

367,538

Chad Kapadia

0%

105%

0%

120%

69.0%

14.4%

83.4%

204,930

42,768

247,698

Jim B. Lain

0%

105%

0%

66%

47.4%

7.9%

55.3%

113,760

19,008

132,768

​
NEO
​​
Calculated AIC %
​​
Total AIC Payout ($)
​
​
Felipe A. Athayde
​​
89.5
​​
587,344
​
​
Kersten D. Zupfer
​​
89.5
​​
228,225
​
​
Chad Kapadia
​​
89.5
​​
322,200
​
​
Amanda P. Rusin
​​
89.5
​​
193,171
​
​
James A. Townsend
​​
89.5
​​
265,815
​

Long-Term Incentive Decisions for Fiscal

PSUs with 2019-2021 Performance Period
In fiscal 2019,

Payout we granted PSUs to certain of PSUs for 2017-2019 Performance Period

Our fiscal 2017our executives as part of our executive pay plan. These PSUs had a three-year performance period which ran fromwith performance assessed as of July 1, 2017 to June 30, 2019. The fiscal 2017 PSUs performance measure was Adjusted Earnings Per Share (EPS), defined as2021, which required the Company’s cumulative pre-tax earnings per share, adjustedachievement of a three-year stock price performance goal, after which award recipients would be required to exclude any income (loss) attributable to its investment in its affiliate Empire Education Group, and identified discrete items impacting comparability for each respective period (i.e., expenses, charges, or favorable or unfavorable impacts of extraordinary, unusual, infrequent or non-recurring items and other similar items). Adjusted EPS was computed on a cumulative basis forwait an additional two years (until the three year performance period, and in calculating each year’s result, used the fully diluted outstanding shares at the endfifth anniversary of the applicable fiscal year.

Thegrant) to achieve vesting. In August 2021, the Compensation Committee established the target for the fiscal 2017 PSUs with reference to the forecasts for fiscal 2017, 2018 and 2019 performance developed in management’s 2016 three-year operating plan, which represented an expectation of improved performance relative to the Company’s prior financial results. The Committee set challenging metrics for executive compensation by setting the target 15% above management’s forecasted growth in earnings for fiscal 2017, for example. The 2017 PSUs set threshold, target and maximum levels of cumulative Adjusted EPS at $1.33, $1.82 and $2.61, respectively, corresponding to payouts of 50%, 100% and 200% of target.

Based on the actual fiscal 2017-2019 results for cumulative Adjusted EPS of $3.42, the Company exceeded the cumulative Adjusted EPS maximum goal established by the Committee, evidencing the successful ongoing transformation of our business, as discussed above. Therefore, the NEOs who were employed by the Company when the fiscal 2017 PSUs were granted, Mr. Bakken and Mr. Lain, earned the performance units at a multiplier of 200% of target, resulting in the issuance of 38,186 shares to each of Mr. Bakken and Mr. Lain.

​

2019 Proxy Statement |29

EXECUTIVE COMPENSATION Discussion and Analysis

Grant of LTI for 2019-2021 Performance Period

The Committee considers equity-based long-term incentive compensation (“LTI”) to be critical to the alignment of executive compensation with the creation of shareholder value. Therefore, LTI represented approximately 69% of the NEOs’ compensation, on average. The Committee set the value of LTI awards to our then-current NEOs at the beginning of fiscal 2019 at the total target values set forth below. The value of these initial equity grants in fiscal 2019 was approximately three and one-half times the value of the executives’ fiscal 2018 LTI grant, with the understandingdetermined that it is the only automatic annual LTI grant they should expect to receive through 2023.

In accordance with the Company’s new 2019 pay plan, the Committee changed the targeted long-term incentive mix for the NEOs, increasing the performance-based element of the program (PSUs) to 75% (up from 60% in fiscal 2018), while reducing the time-based RSU element to 25% (decreased from 40% in fiscal 2018).

We use the term performance stock units, or PSUs, to denote grants of stock units that are earned based on the achievement of the performance goals established by the Committee. PSUs granted in fiscal 2017 and fiscal 2018 have a three-year performance period, at which time any earned units settle in shares of stock. Beginning with PSUs granted in fiscal 2019, the PSUs have a three-year performance period followed by a two-year additional service-based vesting requirement, meaning that the PSUs will only vest at the end of year five if the performance goal ishad not been achieved, and additional service requirements are satisfied. The RSUs granted in fiscal 2019 cliff vest after three years.

The grant date of each of our equity awards is the date the grant becomes effective. The terms of these awards are described in more detail below in the narrative accompanying the Grants of Plan-Based Awards in 2019 table.

Upon grant, LTI awards to our NEOs for fiscal 2019 were as follows:

 

75% PSUs (# Granted)1

25% RSUs (#)1

Total Value (at Target)2 ($)

Hugh E. Sawyer

319,074

106,358

9,100,000

Andrew H. Lacko

49,088

16,362

1,400,000

Eric A. Bakken

61,360

20,453

1,750,000

Chad Kapadia

49,088

16,362

1,400,000

Jim B. Lain

49,088

16,362

1,400,000

1Number of units for RSUs and PSUs was determined based on the market value of our common stock on August 31, 2018. However, for accounting purposes and as reflected in the Summary Compensation Table and certain other tables, the fair market value oftherefore, the PSUs is determined using a Monte Carlo valuation model, whereby the value of the PSUs is less than the market value of the underlying shares on the grant date of August 31, 2018.

2In fiscal 2019, our NEOs received a single, larger initial equity grant at the outset of a five-year period and arewere not expected to receive additional automatic annual grants for the remainder of the period.

Similar to fiscal year 2018, in fiscal year 2019, the Committee used an End-of-Period Share Price performance metric, meaning the volume-weighted average closing price of the Company’s common stock across the 50 trading days that end on July 1, 2021 must equal or exceed $22.40 in order for the award to be earned. The Committee believes this PSU metric directly aligns with creating shareholder value and, when measured over a three-year performance period and when coupled with an additional two-year service-based vesting condition required by the fiscal 2019 PSU award, encourages sustained value creation and pay for performance.

SPMP and Matching RSU Grants in Fiscal 2019 (Early Participation Program)

2021

In fiscal 2019, we adopted our SPMP, or Stock Purchase and Matching RSU Program whereby(“SPMP”), under which our executives and other eligible employee participants mayare 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 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 five-year cliff vesting condition and participants are also required to hold their underlying purchased shares for the same five-year period.

​

EXECUTIVE COMPENSATION Discussion and Analysis

30 |

To help build executives’ ownership position at the outset of our new matching share program, we implemented an “early participation program” in fiscal 2019 where eligible executives were able to elect to use up to half of their target fiscal 2018 bonuses, net of normalized tax withholding, in fiscal 2019 to purchase shares and receive a matching RSU grant valued at up to 100% of their contribution, subject to the same five-year cliff vesting requirement. In this instance only, eligible executives who elected to contribute 25% of their target fiscal 2018 bonus, net of normalized tax withholding, to purchase shares received a 50% match on their contribution; similarly executives who elected to contribute 50% of their target fiscal 2018 bonus, net of normalized tax withholding, to share purchases received a 100% match on their contribution. Each of our NEOs participated in the SPMP during fiscal 2019 other than Mr. Sawyer.

Name

% of Target
Fiscal 2018
Bonus Contributed

Andrew H. Lacko

50

Eric A. Bakken

25

Chad Kapadia

50

Jim B. Lain

25


Beginning with their fiscal 2019 earned bonus, matching rates will increase, meaningbonuses, eligible executives whocould elect to contribute 25% of their earned bonus, net of normalized tax withholding, to purchase shares willand receive a 100% match on their contribution (before deducting any related or normalized tax withholding); similarlyand eligible executives whocould elect to contribute 50% of their earned bonus,bonuses, net of normalized tax withholding, to share purchases willand receive a 200% match on their contribution (before deducting any related or normalized tax withholding).

Our fiscal 2019 pay plan’s link to performance is enhanced by the fact that maximum investments Ms. Zupfer, Ms. Rusin, and Mr. Townsend participated in the matching share program are tiedSPMP during fiscal 2021, by each contributing 50% of their fiscal 2020 bonus payout to earned bonus payouts. The maximumthe purchase of shares and receiving a matching grant opportunity will be lower in years of below-target payoutRSUs equal to 200% of the earned bonus, and higher in years of strong performance.

their contribution.
​
Name
​​
% of Fiscal 2020 Bonus Payout Contributed
​
​
Kersten D. Zupfer
​​
50
​
​
Amanda P. Rusin
​​
50
​
​
James A. Townsend
​​
50
​

Other Compensatory Decisions Applicable to Fiscal 2019

2021

RSU Grant in Connection with Successful Technology Initiative

to Incentivize Ms. Zupfer and Ms. Rusin’s Retention and Leadership

TheOn February 8, 2021, after considering each of Ms. Zupfer and Ms. Rusin’s extensive contributions to the Company during the global COVID-19 pandemic, the Compensation Committee granted to Mr. Kapadiaeach of Ms. Zupfer and Ms. Rusin an award of 5,361 restricted stock units,6,307 RSUs, valued at $100,000, on June 5, 2019 in recognition$66,665, to incentivize each of them to remain with the successful completion of a key technology initiative relatedCompany and to a mobile application and a new partnership.continue their leadership positions with the Company. The awardawards will cliff vest on the thirdfirst anniversary of the grant date.

2021 PROXY STATEMENT  |  29

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Compensation Arrangement with Mr. Athayde
On September 4, 2020, we extended an offer of employment to Mr. Athayde for the position of President and CEO 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 across similarly situated companies using SEC filings and publicly available data from relevant published survey sources, reviewed compensation levels for first-time CEOs, considered other potential opportunities available in the market, and engaged in negotiations with Mr. Athayde. Thereafter, Compensation Committee unanimously agreed upon the compensation package to be offered to Mr. Athayde. The terms of Mr. Athayde’s compensation arrangement, including his sign-on equity awards, are described in more detail below.
Separation Arrangement with Mr. Sawyer
On September 3, 2020, in connection with our transition to a new President and CEO, we entered into a Transition Services and Release Agreement with Mr. Sawyer. Before determining the final terms of this separation arrangement, the Compensation Committee and the Board evaluated the terms of Mr. Sawyer’s employment agreement and his contributions to the Company during his tenure as President and CEO and engaged in negotiations with Mr. Sawyer related to his continued support of the Company during the transition to a new President and CEO. Thereafter, the Compensation Committee unanimously agreed upon the terms of Mr. Sawyer’s separation arrangement, including the compensation for Mr. Sawyer’s consulting services to the Company following his retirement.
Other Outstanding Awards

From time to time, the Compensation Committee may also make equity grants in other circumstances, such as recruiting 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 new hires to our executive team and granted these individuals sign-on 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, 20192021 and are also reflected in the Outstanding Equity Awards table and Option Exercises and Stock Vested table below, as applicable.

•Sign-onPromotion Equity Awards to Ms. Zupfer in November 2019, that were designed to align her level of equity incentives with her new position, with such awards having the same terms as the award granted to NEOs in fiscal 2021 in connection with the first year of our new pay plan.

In addition, certain NEOs have 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 PSUs to Ms. Zupfer and Mr. Kapadia in June 2018,Townsend, which have a three-year performance period with performance accessed as detailed below under “Compensatory Arrangementsof November 11, 2022, and April 8, 2022, respectively. The fiscal 2019 PSUs performance measure was end-of-period share price, meaning the volume-weighted average closing price of the Company’s common stock across the 50 trading days that end November 11, 2022, and April 8, 2022, respectively. For Ms. Zupfer, the end-of-period share price must equal or exceed $25.82, and for Mr. Townsend, the end-of-period share price must equal or exceed $27.57. As to Ms. Zupfer, after conclusion of the performance period, the number of PSUs earned will vest immediately upon certification by the Compensation Committee. In connection with Mr. Kapadia.”

Townsend’s resignation from the Company, he forfeited his PSUs.

•Sign-on Equity Awards to Mr. Lacko in July 2017, as detailed below under “Compensatory Arrangements with Mr. Lacko.”

Benefits

•Sign-on Equity Awards to Mr. Sawyer in April 2017, which vested in April 2019 but remain outstanding and, in the case of the SARs, unexercisable until the third anniversary of the grant date in April 2020, as detailed below under “Compensatory Arrangements with Mr. Sawyer.”

​

2019 Proxy Statement |31

EXECUTIVE COMPENSATION Discussion and Analysis

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 20192021 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).

30  |  
​​

TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Key Compensatory Decisions Applicable to Fiscal 2020 Pay

In2022

Subsequent to fiscal 2020 we expect2021, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2022. Key changes to continue the precedent we setcompensation program for fiscal 2022 include:
Expansion and Modification of SPMP—The Compensation Committee amended the SPMP to, among other things, expand participation in the SPMP to all director-level and above employees, with varying matching percentage opportunities based on employee levels. Commencing with matching RSUs granted for participation related to fiscal 2019 with respect2021 bonus payouts, matching RSUs will now vest as to our20%, 20%, and 60% of the RSUs on the first, second, and third anniversaries of the grant date, provide for pro-rata acceleration of vesting for qualifying terminations, and align the forfeiture provision for selling related shares to the revised pay plan,vesting schedule. The Compensation Committee approved the expansion of the SPMP, which has been overwhelmingly supported by our shareholders as evidenced by continued conversations ourwill replace other annual equity awards to non-executive employees, to provide the same opportunity for a broader group of Company leaders to participate in the Company’s ownership-based compensation program.
Adoption of Fiscal 2022 Long Term Incentive Plan Program—The Compensation Committee has had with our shareholders in fiscal 2019, as well as the high level of support we received from shareholders during our 2018 “say on pay” vote. Since we granted each executiveapproved a single, largenew long-term equity incentive program for fiscal 2022. As discussed above, our reorganization contributed to significant changes in our leadership team following Mr. Athayde’s appointment less than one year ago. To align the reconstituted leadership team under our new CEO, the Committee determined it was appropriate to award inlong term equity incentive awards for the executive officers for fiscal 20192022. These one-time awards were delivered half in the form of PSUsstock options and RSUs at the outset of a five-year period, our executives will not receive annual grants in fiscal 2020 and are not expected to receive additional automatic annual grants for the remainder of the period, subject to possible inducement, retention or performance grants in particular situations. For fiscal 2020, the Committee approved one grant for Mr. Kapadiahalf in the form of a restrictedcash-settled stock unit award that cliff vests in three years, having a grant date fair value of $600,000.

In fiscal 2020, we will continue to reward pay for performance by permitting our executives to participate in our matching share program by contributing up to half of their earned, fiscal 2019 annual cash incentive, net of normalized tax withholding (“bonus”) to purchase shares of our common stock and the Company will provide them a matching grant of RSUs with a value equal to up to 200% of their contributionappreciation rights, compensating leaders only to the plan (before deducting any related or normalized tax withholding). These RSUs are subjectextent our shareholders benefit through stock price appreciation. The awards will vest on the first three annual anniversaries of the date of grant in increments of 20%, 20% and 60% of the shares, respectively. Consistent with past practice, the Committee expects these awards, coupled with the continuation of the SPMP, to a five-year cliff vesting condition and participants are also required to hold their underlying purchased shares forprovide the same five-year period. Eligible executives who elect to contribute 25%desired alignment of their earned fiscal 2019 bonus, net of normalized tax withholding, to purchase shares will receive a 100% match on their contribution (before deducting any related or normalized tax withholding); similarly executives who elect to contribute 50% of their earned fiscal 2019 bonus, net of normalized tax withholding, to share purchases will receive a 200% match on their contribution (before deducting any related or normalized tax withholding).

Awards made under our 2018 Long Term Incentive Plan, including any awards made in fiscal 2020 and beyond, are also subject to double trigger acceleration upon a change in control as the default treatment.

In fiscal 2020, we will stay the course as we believe that the pay for performance-centered pay plan we effectuated in fiscal 2019 has focused our leaders on sustainable, long-term performance. The compensation levels for our NEOs remain relatively flat for fiscal 2020, other than an increase in Mr. Kapadia’s base salary to $600,000.

leadership team with shareholders’ interests.

​

EXECUTIVE COMPENSATION DiscussionThese changes described above will be discussed in more detail and Analysis

reflected in the compensation tables in next year’s proxy statement.

2021 PROXY STATEMENT32  |  |

31

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 stock exchangeNYSE requirements to reflect emerging best practices.

​
Compensation Practice
​​
Regis Policy
​

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. Mr. Bakken is the only currently employed NEO who so qualifies.

qualifies, and following the termination of his employment on December 31, 2020, there are no further participants.
​

​

Stock Ownership Guidelines

​

​
We have meaningful stock ownership guidelines for our executives, discussed in more detail below.

​

​

Hedging Restrictions/
Prohibitions

​

​
Our insider trading policy 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 insider trading policy 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 approval.

Counsel.
​

​

Independent Compensation
Consultant

​

​
Pay Governance 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

We​

​
Every year, we offer our shareholders the opportunity to cast an advisory vote on our executive compensation every year.

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 officersexecutives 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 officerexecutive 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

​

32  |  
​​

2019 Proxy Statement |33

TABLE OF CONTENTS

EXECUTIVE COMPENSATION Discussion and Analysis

DISCUSSION AND ANALYSIS

The current stock ownership requirements were established in April 2013. The guidelines require officers to retain at least 75% of the shares received from equity compensation awards, net of shares withheld or tendered to satisfy withholding taxes, until the stock ownership requirement is satisfied. All shares beneficially owned by an officerexecutive are included in the calculation, except that shares subject to performance-based vesting conditions, and shares subject to unexercised stock options, and SARs are not included. For purposes of the stock ownership calculation, the shares are valued at the greater of (i) the average closing price of aone 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.

As set forth in

In addition, our Corporate Governance Guidelines require executives to retain at least 75% of the tableshares they received from equity compensation awards, net of shares withheld or tendered to satisfy withholding taxes, until the right, of our currently employed NEOs, onlystock ownership requirement is satisfied. Accordingly, Ms. Zupfer and Mr. Kapadia who joined us in June 2018, did not hold stock greater than our stock ownership policy minimum as of June 30, 2019.

remain subject to this holding requirement.

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

​
​​
Stock Ownership Guideline
​​
Current Ownership Level1
​

​

Stock Ownership
Guideline

Felipe A. Athayde

Current Ownership
Level

​		​
3x
​​
4.8x
​

Hugh E. Sawyer

​

3x

Kersten D. Zupfer

4.0x

​		​
2x
​​
1.1x
​

Andrew H. Lacko

​

2x

Chad Kapadia

2.6x

​		​
2x
​​
1.0x
​

Eric A. Bakken

​

2x

Amanda P. Rusin

3.9x

​		​
2x
​​
2.0x
​

Chad Kapadia

1

2x

1.5x

Jim B. Lain

2x

2.7x

As of the end of fiscal 2021.

Employment Agreements and Post-Employment Compensation

EachThree of the NEOs named in this Proxy Statement, is partyMs. Zupfer, Mr. Sawyer, and Mr. Bakken, are or were parties to a written employment agreementagreements with the Company, with the exceptions of Mr. Lacko and Mr. Kapadia.Company. Pursuant to their employment agreements, all of our eligiblethese NEOs are entitled to certain compensation and other benefits if their employment terminates due to certain articulated reasons (including in connection with a change in control), as described below under “Summary of Executive Agreements.” TheFurther, these employment agreements with our NEOs contain covenants not to compete or solicit, as well as confidentiality provisions, thatwhich the Compensation Committee considers especially valuable in the event of an executive’s termination of employment. TheyThese employment agreements also provide for payment of post-termination payments, which are conditioned upon signing, and not rescinding, a release of claims and compliancecomplying with the restrictive covenants in the employment agreement.

The Compensation Committee and the Board recognize the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with any rumored or actual change in control of the Company. Accordingly, the Compensation Committee and Board have structured change in control provisions to incentivize executives to remain employed by the Company while a transaction is under consideration or pending, and to not to favor one transaction structure over another merely because of the impact on the executive’s compensation. These provisions are discussed below in the section captioned “Summary of Executive Agreements.”

ChangesOur NEOs who are not parties to Severance Program

During the past few years, our Company experienced numerous meaningful changes, which the Board and Committee believe will ultimately help position the Company for future success. Most critically, we announced a strategic shift to accelerate and expand our franchise model. In an effort to support retention of key talent in January 2017, the Committee provided that any future severance payments made to our executives would be paid in a lump sum upon termination, rather than as salary continuation (whenever feasible without adverse tax consequences to the employee), and that, for employees with employment agreements (including Mr. Athayde) are entitled to severance benefits under which casha senior executive severance would be offsetpolicy adopted by earnings from otherthe Compensation Committee in May 2020. Under this severance policy, Senior Vice Presidents and above who are not parties to employment agreements are entitled to receive certain severance benefits if their employment is terminated without cause. To receive severance benefits under this policy, an eligible executive must sign, and not rescind, a release of claims and must comply with one-year non-competition and non-solicitation covenants. The terms of this policy are discussed in the Committee providedsection captioned “Senior Executive Severance Policy.”

While not subject to an employment agreement, we entered into a letter agreement with Mr. Athayde that cash severance would no longer be offset by earnings from non-competitive employment (as determined according tosets forth the terms of theirhis employment agreement). These changes werewith the Company. The terms of the letter agreement with Mr. Athayde include, among others, establishing his annual base salary and his annual target payout for his annual cash bonus. The letter agreement also adoptedsets forth certain negotiated terms related to incentivize executivesMr. Athayde leaving his prior employment to remainaccept this position at the Company, including a signing bonus (which is subject to pro-rata repayment if he is terminated under certain circumstances prior to the first anniversary of the date he commenced employment) and sign-on equity awards, as well as providing for reimbursement of his relocation expenses, including temporary housing, for up to 12 months, up to an aggregate amount of $150,000. As a condition to his employment with the Company, through its transformation in spiteMr. Athayde entered into the Company’s customary restrictive covenants agreement, including non-compete, non-disclosure, non-solicitation, and non-hire covenants. The terms of the uncertainty caused by strategic change. These policy changes do not apply to Mr. Sawyer, as specified in his employment agreement.

In August 2018, we entered into letter agreements with our executive officers which provided for a one-time lump sum paymentagreement are discussed in the event the executive experienced a “Qualifying Termination” prior to August 31, 2019. “Qualifying Termination” for our executives other thansection captioned “Compensatory Arrangements with Mr. Sawyer means (a) a termination of employment without Cause (as defined in our 2016 Long Term Incentive Plan) under circumstances in which the Board does not intend to fill the position that the employee held immediately prior to the Qualifying Termination, or (b) a termination of employment without Cause or for Good Reason

Athayde.”

​

EXECUTIVE COMPENSATION Discussion and Analysis

2021 PROXY STATEMENT34  |  |

33

following the appointment of a successor or interim successor to the current Chief Executive Officer, Mr. Sawyer. “Good Reason” has the meaning set forth in the employee’s employment agreement, as amended by the letter agreement, or if the employee does not have an employment agreement, as defined in the letter agreement. A “Qualifying Termination” with respect to Mr. Sawyer means his termination without Cause. None of our executives experienced a “Qualifying Termination” prior to August 31, 2019. The August 2018 letter agreements also contained a waiver of each executive providing that none of: the implementation of the fiscal 2019 pay plan, the terms and conditions of the fiscal 2019 equity awards or the fact that the Company is not obligated to grant the executive additional equity awards through August 30, 2023 could constitute “Good Reason” under the terms of such executive’s employment agreement or otherwise.TABLE OF CONTENTS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Deductibility of Executive Compensation

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 20192021, includes the CEO, CFO,President and Chief Executive Officer, Chief Financial Officer, our three other most highly compensated executive officersexecutives, 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]and that shareholder interests are best served if itsthe 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)(“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.

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.

Daniel G. Beltzman Chair
Virginia Gambale
Mark S. Light
Michael J. Merriman
M. Ann Rhoades, Chair
Members of the Compensation Committee

​

34  |  
​​

2019 Proxy Statement|35

TABLE OF CONTENTSExecutive Compensation Tables

EXECUTIVE COMPENSATION TABLES
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table

The following table shows for each personindividual who served as our principal executive officer andin fiscal 2021, the individual who served as our principal financial officer in fiscal 2019,2021, the three other most highly compensated executive officers in fiscal 20192021 who were still serving as such on June 30, 20192021, and one additional individual who served as an executive officer during part of fiscal 2021 but who was not serving as an executive officer at the end fiscal 2021 and whose total compensation for the year would have made the individual one of the three most highly compensated executives officers for the fiscal 2021 (together, referred to as the Named“Named Executive OfficersOfficers” or “NEOs”), information concerning compensation earned for services in all capacities during each of the fiscal years ended June 30, 2019, 2018,2021, 2020, and 2017.

2019.

Name and
Principal Position

Fiscal
Year

Salary1
($)

Bonus2
($)

Stock Awards3
($)

Option Awards3
($)

Non-Equity
Incentive Plan
Compensation4
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings5
($)

All Other
Compensation6
($)

Total
($)

Hugh E. Sawyer
President and Chief
Executive Officer

2019

950,000

145,802

6,588,878

—

715,431

—

26,946

8,427,057

2018

950,000

—

—

—

1,966,500

—

161,832

3,078,332

2017

197,917

585,000

730,044

3,680,000

—

—

4,682

5,197,643

Andrew H. Lacko
Executive Vice President
and Chief Financial Officer7

2019

527,000

53,460

1,162,142

—

240,570

—

12,934

1,996,106

2018

527,000

125,000

786,851

—

534,600

—

60,992

2,034,443

Eric A. Bakken
Executive Vice President,
President - Franchise,
Former Interim Chief
Financial Officer,
General Counsel and
Corporate Secretary

2019

527,000

66,825

1,313,472

—

300,713

151,934

33,812

2,393,756

2018

527,000

—

546,076

—

1,113,750

—

33,260

2,220,086

2017

519,500

—

399,990

—

—

—

31,625

951,115

Chad Kapadia
Executive Vice President
and Chief Technology
Officer8

2019

495,000

42,768

1,262,125

—

204,930

—

13,040

2,017,863

Jim B. Lain
Executive Vice President
and Chief Operating Officer

2019

432,000

19,008

1,043,642

—

113,760

—

9,442

1,617,852

2018

432,000

—

436,860

—

792,000

—

6,774

1,667,634

2017

432,000

—

399,990

—

—

—

10,465

842,455

1Includes amounts provided to the NEOs (with the exception of Messrs. Sawyer and Kapadia) in the form of a modest perquisite allowance of approximately $32,000 per NEO that primarily covers an automobile allowance. The entire allowance is paid to the NEOs regardless of whether they spend 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.

2The amounts for fiscal 2019 represent an additional payment paid pursuant to the AIC awards under the Short Term Plan described under “Annual Incentive Decisions for Fiscal 2019” in the CD&A. The amount for fiscal 2018 for Mr. Lacko represents a sign-on payment in connection with the commencement of his employment. The amount for fiscal 2017 for Mr. Sawyer represents a sign-on payment made in connection with the commencement of his employment.

3Values 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 12
​
Name and
Principal Position
Fiscal
Year
Salary1
($)
Bonus2
($)
Stock
Awards3
($)
Option
Awards4
($)
Non-Equity
Incentive
Plan
Compensation5
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings6
($)
All Other
Compensation7
($)
Total
($)
​
​
Felipe A. Athayde
President and Chief
Executive Officer8
2021
520,064
2,500,000
2,500,000
4,218,453
587,344
—
169,118
10,494,979
​
​
Kersten D. Zupfer
Executive Vice President
and Chief Financial Officer9
2021
457,000
—
300,721
—
228,225
—
270
986,216
​
2020
393,097
43,750
553,484
—
190,312
—
430
1,181,073
​
​
Chad Kapadia
Executive Vice President
and Chief Technology Officer
2021
600,000
—
—
—
322,200
—
36,677
958,877
​
2020
558,596
69,900
599,988
—
304,065
—
18,293
1,550,842
​
2019
495,000
42,768
1,262,125
—
204,930
—
13,040
2,017,863
​
​
Amanda P. Rusin
Executive Vice
President, General
Counsel and Chief
Development Officer10
2021
382,000
—
251,680
—
193,171
—
42,163
869,014
​
​
James A. Townsend
Former Executive
Vice President and
Chief Marketing Officer11
2021
495,000
—
317,785
—
265,815
—
50,321
1,128,921
​
2020
475,279
59,400
—
—
258,390
—
21,728
814,797
​
​
Hugh E. Sawyer
Former President and
Chief Executive Officer12
2021
244,808
—
—
—
570,000
—
1,255,372
2,070,180
​
2020
861,821
—
—
—
—
—
28,040
889,861
​
2019
950,000
145,802
6,588,878
—
715,431
—
26,946
8,427,057
​
​
Eric A. Bakken
Former Executive
Vice President and
President - Franchise13
2021
263,500
—
—
—
—
106,076
445,484
815,060
​
2020
507,279
74,250
—
—
322,988
196,421
21,608
1,122,546
​
2019
527,000
66,825
1,313,472
—
300,713
151,934
33,812
2,393,756
​
1
As to only Ms. Zupfer and Ms. Rusin, this value includes amounts provided in the form of a modest perquisite allowance of approximately $32,000 per NEO, and as to Mr. Bakken, this value includes amounts provided in the form of a modest perquisite allowance of approximately $16,000, which primarily covers an automobile allowance. The entire allowance is paid to the NEOs regardless of whether they spend 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 2020 and 2019 represent the portion of AIC awards attributed to individual performance goals as the Committee determined that each NEO would receive a payout equal to at least 100% of his or her individual performance metric. 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, 2021 for a description of the assumptions used in calculating these amounts.

2021 PROXY STATEMENT  |  35

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
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 vest on the first anniversary of Mr. Athayde’s commencement of employment.
Matching RSUs that were granted in December 2020: Ms. Zupfer—$234,056; Ms. Rusin—$185,015; and Mr. Townsend—$317,785.
RSUs to acquire 6,307 shares that were granted in February 2021 as an incentive related to leadership retention to Ms. Zupfer and Ms. Rusin—$66,665 each.
The grant date fair values for stock awards for the fiscal year ended June 30, 2020 include:
Matching RSUs that were granted in August 2019 for a description of the assumptions usedto Ms. Zupfer—$28,508.
RSUs to acquire 7,564 shares that were granted to Ms. Zupfer in calculating these amounts.

November 2019 in connection with her promotion to CFO—$131,235; and PSUs to acquire 22,694 shares that were granted to Ms. Zupfer in November 2019 in connection with her promotion to CFO—$393,741.

RSUs to acquire 37,105 shares that were granted to Mr. Kapadia in September 2019 as an incentive related to leadership retention—$599,988.
The grant date fair values for stock awards for the fiscal year ended June 30, 2019 include:

•

PSUs that were granted in August 2018: Mr. Sawyer—$4,313,880; Mr. Lacko—$663,670; Mr. Bakken—$829,587; and Mr. Kapadia—$663,670; and Mr. Lain—$663,670.

•663,670, which PSUs were not earned based on results for the 2019-2021 performance period.

RSUs that were granted in August 2018: Mr. Sawyer—$2,274,998; Mr. Lacko—$349,983; Mr. Bakken—$437,490; and Mr. Kapadia—$349,983; and Mr. Lain—$349,983.

•

Matching RSUs that were granted in August 2018: Mr. Lacko—$148,489; Mr. Bakken—$46,395; and Mr. Kapadia—$148,489; and Mr. Lain—$29,989.

•148,489.

RSUs to acquire 5,361 shares that were granted to Mr. Kapadia in June 2019 in connection with the successful completion of a key technology initiative related to a mobile application and a new partnership —$partnership—$99,983.

The grant date fair values for stock awards for the fiscal year ended June 30, 2018 include:

•PSUs that were granted in October 2017: Mr. Lacko—$276,863; Mr. Bakken—$346,079; and Mr. Lain—$276,863. The grant date fair values of these awards assumed that the target level achievement would be attained. If the grant date fair values had been calculated assuming the maximum level of achievement, the grant date fair values would have been: Mr. Lacko—$553,726; Mr. Bakken—$692,158; and Mr. Lain—$553,726.

​

Executive Compensation Tables

4
For Mr. Athayde, the value expressed represents (a) 1,100,000 options to purchase shares of the Company’s common stock, which are 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 vest on the fourth anniversary of the commencement of his employment.
5
Amounts for fiscal 2021 represent amounts earned pursuant to AIC awards under the Short Term Plan as described more fully under the heading “Annual Incentive Awards for Fiscal 2021” in the CD&A section of this Proxy Statement.
6
Amounts represent the change in the present value of benefits under the pension plans. Mr. Bakken is the only NEO eligible for such plans.
7
The following table sets forth All Other Compensation amounts by type:
​
Name
​​
Company Match and Profit-
Sharing Contributiona
($)
​​
Moving / Travel Expensesb
($)
​​
Total All Other
Compensationc
($)
​
​
Felipe A. Athayde
​​
13,542
​​
150,000
​​
5,576
​
​
Kersten D. Zupfer
​​
—
​​
—
​​
270
​
​
Chad Kapadia
​​
27,273
​​
—
​​
9,404
​
​
Amanda P. Rusin
​​
25,428
​​
—
​​
16,735
​
​
James A. Townsend
​​
28,125
​​
—
​​
22,196
​
​
Hugh E. Sawyer
​​
—
​​
—
​​
1,255,372
​
​
Eric A. Bakken
​​
—
​​
—
​​
445,484
​
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
Amount reflects reimbursements of Mr. Athayde’s relocation expenses.
c
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. Athayde—$4,545; Mr. Kapadia—$7,391; Ms. Rusin—$6,556; Mr. Townsend—$20,726; Mr. Sawyer—$565; and Mr. Bakken—$2,800; PTO payout/post-employment consulting payments: Mr. Sawyer—$1,254,808; and severance payments earned in fiscal 2021: Mr. Bakken—$442,684.
8
Mr. Athayde was appointed as President and CEO on October 5, 2020.
9
Ms. Zupfer was promoted to CFO on November 11, 2019.
10
Ms. Rusin first became an NEO in fiscal 2021.
11
Mr. Townsend’s employment commenced April 8, 2019 and ended on June 30, 2021.
12
Mr. Sawyer’s employment ended on October 4, 2020.
13
Mr. Bakken’s employment ended on December 31, 2020.
36  |  
​

36 |

​

​The grant date fair values for stock awards for the fiscal year ended June 30, 2017 include:

•PSUs that were granted in August 2016: Mr. Bakken—$239,999; and Mr. Lain—$239,999. The grant date fair values of these awards assumed that the target level achievement would be attained. If the grant date fair values had been calculated assuming the maximum level of achievement, the grant date fair values would have been: Mr. Bakken—$479,998; and Mr. Lain—$479,998.

•A special sign-on grant of SARs and RSUs made to Mr. Sawyer in April 2017 valued at $3,680,000 and $730,044, respectively; these awards cliff vest after two years. In the case of the RSUs, they are also subject to the satisfaction of performance goals related to the Company’s stock price, which was satisfied in April 2019. Furthermore, the SARs will not become exercisable and the RSUs will not be settled until the third anniversary of the date of grant, and the SARs will be exercisable until the tenth anniversary of the date of grant.

4Amounts for fiscal 2019 represent amounts earned pursuant to AIC awards under the Short Term Plan.

5Amounts represent the change in the present value of benefits under the pension plans. Mr. Bakken is the only NEO eligible for such plans. The pension value for Mr. Bakken decreased by $54,403 and $6,843 in fiscal 2018 and 2017, respectively.

6The following table sets forth All Other Compensation amounts by type:

Name

Company Match and Profit-
Sharing Contributiona

($)

Moving / Travel Expensesb

($)

Total All Other

Compensationc

($)

Hugh E. Sawyer

—

22,058

26,946

Andrew H. Lacko

—

—

12,934

Eric A. Bakken

24,506

—

33,812

Chad Kapadia

5,469

—

13,040

Jim B. Lain

2,000

—

9,442

aThe Company matches our NEOs’ contributions into our 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.

bMr. Sawyer is entitled to reimbursement of temporary housing expenses for 18 months from his start date of April 17, 2017, up to $175,000 in total, pursuant to his employment agreement. Any unspent portion will be paid to him if he remains employed after 18 months.

cTotal All Other Compensation for Mr. Sawyer, Mr. Lacko, Mr. Bakken, Mr. Kapadia and Mr. Lain; also includes $4,888, $12,934, $9,306, $7,571 and $7,442 of perquisites, respectively, which primarily relate to medical benefits, including the reimbursement of co-pay and other out-of-pocket expenses.

7Mr. Lacko’s employment commenced July 1, 2017.

8Mr. Kapadia’s employment commenced June 18, 2018.

​TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

2019 Proxy Statement |37

Executive Compensation Tables

Grants of Plan-Based Awards in 2019

2021

The following table sets forth certain information concerning plan-based awards granted to the Named Executive OfficersNEOs during the fiscal year ended June 30, 2019. No options were granted, repriced or materially modified during the fiscal year.

 

​

​

Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards1

​

Estimated Possible Payouts
Under Equity
Incentive Plan Awards2

​

​

Name

Grant
Date

Approval
Date

Threshold
($)

Target
($)

Maximum
($)

​

Threshold
(#)

Target3
(#)

Maximum
(#)

All Other Stock Awards: Number of Shares of Stock or Units2
(#)

Grant Date Fair Value of Stock & Option Awards4
($)

Hugh E. Sawyer

​

​

546,250

1,092,500

2,185,000

​

​

​

​

​

​

8/31/2018

8/14/2018

​

​

​

​

—

319,074

—

​

4,313,880

8/31/2018

8/14/2018

​

​

​

​

​

​

​

106,358

2,274,998

Andrew H. Lacko

​

​

148,500

297,000

594,000

​

​

​

​

​

​

8/31/2018

8/14/2018

​

​

​

​

—

49,088

—

​

663,670

8/31/2018

8/14/2018

​

​

​

​

​

​

​

23,304

498,473

Eric A. Bakken

​

​

185,625

371,250

742,500

​

​

​

​

​

​

8/31/2018

8/14/2018

​

​

​

​

—

61,360

—

​

829,587

8/31/2018

8/14/2018

​

​

​

​

​

​

​

22,622

483,885

Chad Kapadia

​

​

148,500

297,000

594,000

​

​

​

​

​

​

8/31/2018

8/14/2018

​

​

​

​

—

49,088

—

​

663,670

8/31/2018

8/14/2018

​

​

​

​

​

​

​

23,304

498,473

6/05/2019

5/30/2019

​

​

​

​

​

​

​

​5,3615

99,983

Jim B. Lain

​

​

120,000

240,000

480,000

​

​

​

​

​

​

8/31/2018

8/14/2018

​

​

​

​

—

49,088

—

​

663,670

8/31/2018

8/14/2018

​

​

​

​

​

​

​

17,764

379,972

2021.

1These amounts represent the threshold, target, and maximum non-equity incentive (bonus) amounts that could have been earned by our executives for fiscal 2019 under the Short Term Plan, as described under “Annual Incentive Decisions for Fiscal 2019” in the CD&A. Based on fiscal 2019 results, the non-equity incentive awards paid out at percentages ranging from 55.3% to 99.0% of target as described in “Annual Incentive Decision for Fiscal 2019” in the CD&A.

2Annual grants for the fiscal year ended June 30, 2019 include:

•RSUs that were granted in August 2018: Mr. Sawyer—106,358; Mr. Lacko—16,362; Mr. Bakken—20,453; Mr. Kapadia—16,362; and Mr. Lain—16,362. These awards cliff vest on the third anniversary of the grant date.

•Matching RSUs that were granted in August 2018: Mr. Lacko—6,942; Mr. Bakken—2,169; Mr. Kapadia—6,942; and Mr. Lain—1,402. These awards cliff vest on the fifth anniversary of the grant date.

3These amounts represent the number of PSUs that were available to our executives with respect to the fiscal 2019 PSU awards for the performance period ending June 30, 2021 as described under “Long-Term Incentive Decisions for Fiscal 2019” in the CD&A. These awards will vest on the fifth anniversary of the grant date if the participant is still employed by the Company and the performance goal has been achieved.

4Amounts are computed in accordance with FASB ASC Topic 718.

5Represents an award of RSUs to acquire 5,361 shares that was granted to Mr. Kapadia in June 2019 in connection with the successful completion of a key technology initiative related to a mobile application and a new partnership. This award will cliff vest on the third anniversary of the grant date.

​

Executive Compensation Tables

​
 
​​
 
​​
 
​​
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards1
​​
Estimated Possible Payouts
Under Equity
Incentive Plan Awards2
​​
 
​​
 
​​
 
​​
 
​
​
Name
​​
Grant
Date
​​
Approval
Date
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units2
(#)
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
​​
Exercise or
Base Price
of Option
Awards
($/Sh)
​​
Grant Date
Fair Value of
Stock &
Option
Awards3
($)
​
​
Felipe A. Athayde
​​
​​
​​
437,500
​​
656,25010
​​
1,750,000
​​
​​
​​
​​
​​
​​
​​
​
​
10/5/2020
​​
9/4/2020
​​
​​
​​
​​
​​
​​
​​
358,6805
​​
​​
​​
2,500,000
​
​
10/5/2020
​​
9/4/2020
​​
​​
​​
​​
​​
​​
​​
​​
358,6806
​​
6.53
​​
1,072,453
​
​
10/5/2020
​​
9/4/2020
​​
​​
​​
​​
​​
​​
​​
​​
1,100,0007
​​
6.53
​​
3,146,000
​
​
Kersten D. Zupfer
​​
​​
​​
127,500
​​
255,000
​​
510,000
​​
​​
​​
​​
​​
​​
​​
​
​
12/21/20
​​
4
​​
​​
​​
​​
​​
​​
​​
25,276
​​
​​
​​
234,056
​
​
2/8/21
​​
01/26/2021
​​
​​
​​
​​
​​
​​
​​
6,3078
​​
​​
​​
66,665
​
​
Chad Kapadia
​​
​​
​​
180,000
​​
360,000
​​
720,000
​​
​​
​​
​​
​​
​​
​​
​
​
Amanda P. Rusin
​​
​​
​​
107,917
​​
215,833
​​
431,667
​​
​​
​​
​​
​​
​​
​​
​
​
12/21/20
​​
4
​​
​​
​​
​​
​​
​​
​​
19,980
​​
​​
​​
185,015
​
​
2/8/21
​​
01/26/2021
​​
​​
​​
​​
​​
​​
​​
6,3078
​​
​​
​​
66,665
​
​
James A. Townsend
​​
​​
​​
158,895
​​
317,79011
​​
635,580
​​
​​
​​
​​
​​
​​
​​
​
​
12/21/20
​​
4
​​
​​
​​
​​
​​
​​
​​
34,3189
​​
​​
​​
317,7859
​
​
Hugh E. Sawyer
​​
​​
​​
285,000
​​
570,000
​​
1,150,000
​​
​​
​​
​​
​​
​​
​​
​
​
Eric A. Bakken
​​
​​
​​
185,625
​​
371,250
​​
742,500
​​
​​
​​
​​
​​
​​
​​
​
1
These amounts represent the threshold, target, and maximum non-equity incentive (“bonus”) amounts that could have been earned by our executives for fiscal 2021 under the Short Term Plan, as described under “Annual Incentive Decisions for Fiscal 2021” in the CD&A section of this Proxy Statement. Based on fiscal 2021 results, bonus payments equal to 89.5% of target were earned as described in “Annual Incentive Decisions for Fiscal 2021” in the CD&A section of this Proxy Statement.
2
Annual grants for the fiscal year ended June 30, 2021 include matching RSUs that were granted in December 2020 to: Ms. Zupfer—25,276; Ms. Rusin – 19,980; and Mr. Townsend—34,318. These awards cliff vest on the fifth anniversary of the grant date.
3
Amounts are computed in accordance with FASB ASC Topic 718.
4
Awards granted pursuant to terms of matching share program approved August 14, 2018.
5
Represents 358,680 RSUs, with a value equal to $2,500,000 (based on the closing price of a share on September 4, 2020), which vest on the first anniversary of the commencement of Mr. Athayde’s employment, subject to his continued service.
6
Represents 358,680 options to purchase shares of the Company’s common stock, which vest on the fourth anniversary of the commencement of Mr. Athayde’s employment, subject to his continued service.
7
Represents 1,100,000 options to purchase shares of the Company’s common stock, granted under the Company’s 2018 Long Term Incentive Plan, which are eligible to vest, as to the service requirement, on the fourth anniversary of the commencement of Mr. Athayde’s employment, subject to achievement, prior to the fifth anniversary of his start date, 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.
8
Represents awards of RSUs to acquire 6,307 shares that were granted to Ms. Zupfer and Ms. Rusin in February 2021 as an incentive related to leadership retention. These awards vest on the first anniversary of the grant date.
9
Represents RSUs that were forfeited by Mr. Townsend in connection with his resignation from the Company effective as of June 30, 2021.
10
Mr. Athayde’s Target AIC is prorated from the commencement of his employment in October 2020 through the end of the fiscal year.
11
Following his resignation on the last day of our fiscal year, Mr. Townsend remained eligible to receive his annual bonus for fiscal 2021, to the extent earned, to be paid at the same time as bonus payments to the Company’s other executive officers.

2021 PROXY STATEMENT38  |  |

37

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 for fiscal 2019 are summarized below:

•

Performance Stock Units—PSUs are grants of restricted stock units that are earned based on the achievement of thean end-of-period stock price performance goal(s) established by the Compensation Committee. ThePSUs were granted in fiscal 2019 as part of the first year of our five-year executive pay plan, and 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 July 1, 2021 (or November 12, 2022 in the case of Ms. Zupfer’s incremental PSUs), and will vest on the fifth anniversary of the grant date if the participant is still employed by the Company and the performance goal has been achieved, as described above in the CD&A section under “Long-Term Incentive Decisions for Fiscal 2019.2021.” The PSUs earn dividend equivalents but have no voting rights. The PSUs are also subject to the Company’s clawback policy. The PSUs granted in fiscal 2019 were not earned and are no longer outstanding.

In the event of a termination of employment, unvested PSUs are generally forfeited; provided, however:

•

If a participant’s employment is terminated (i) without Cause (as defined in the 2016 Long Term Plan)Plan or the 2018 Long Term Plan, as applicable) 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 award agreement), (ii) due to death or disability, or (iii) without Cause by the Company after the one yearone-year anniversary of the Grant Date and the Board does not intend to fill the participant’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 fiscal 2019 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 fiscal 2019 PSUs will vest. Clause (iii) does not apply to Mr. Sawyer.

•

If the performance goal is achieved and a participant’s employment is terminated on or after the third 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, 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 fiscal 2019 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 fiscal 2019 PSUs will vest. This termination event trigger does not apply to Mr. Sawyer.

•

If a participant’s employment is terminated without Cause by the Company or for Good Reason both (i) after the one yearone-year anniversary of the Grant Date and (ii) following the appointment of a successor or interim successor to Mr. Sawyer, then a greater than pro rata portion of the fiscal 2019 PSUs will vest in accordance with the formula set forth in the award agreement. This termination event trigger does not apply to Mr. Sawyer.

The terms of

In connection with Mr. Sawyer’s fiscal 2019departure, he forfeited the PSUs are substantially similar to thosethat were granted to our other NEOs, provided thathim.
Restricted Stock Units—RSUs were granted to Ms. Rusin and Ms. Zupfer in fiscal 2021 as an incentive related to leadership retention. The RSUs granted cliff vest on the event the performance condition is achieved and he is terminated by the Company without Cause (i) on or after April 17, 2020 but before the thirdfirst anniversary of the grant date a pro-rated amountif the participant is still employed by the Company. The RSUs granted as part of theour fiscal 2019 PSUs will vest, (ii) on or after the third anniversary of the grant date but before the fourth anniversary of the grant date, 60% of the fiscal 2019 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 fiscal 2019 PSUs will vest. Mr. Sawyer’s vesting under the applicable termination event triggers will not occur until the performance goal is achieved and the later of (A) the first to occur of (1) a Change in Control and (2) July 1, 2021 and (B) the date of his termination.

•Restricted Stock Units—The fiscal 2019 RSUsexecutive pay plan cliff vest on the third anniversary of the grant date if the participant is still 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:

•If

Under the 2016 Long Term Plan, if a participant’s employment is terminated (i) without Cause (as defined in the 2016 Long Term 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 award agreement), or, (ii) due to death or disability or (iii) without Cause by the Company after the one yearone-year anniversary of the grant date and the Board does not intend to fill the participant’s position at the Company with another person, then a pro-rated amount of the fiscal 2019 RSUs will vest.

•

If a participant’s employment is terminated without Cause by the Company or for Good Reason both (i) after the one yearone-year anniversary of the grant date and (ii) following the appointment of a successor or interim successor to Mr. Sawyer, then a greater than pro rata portion of the fiscal 2019 RSUs will vest in accordance with the formula set forth in the award agreement.

​

2019 Proxy Statement |39

Executive Compensation Tables

The terms of Mr. Sawyer’s fiscal 2019 This termination event does not apply to the RSUs are substantially similar to thosethat were granted to our other NEOs providedMs. Rusin or Ms. Zupfer in fiscal 2021, but does apply to the RSUs that were granted to Ms. Zupfer in fiscal 2020.

38�� |  
​​

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
Under the 2018 Long Term Plan, if hisa participant’s employment is terminated (i) without Cause (as defined in the 20162018 Long Term 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 award agreement) (ii)2018 Long Term Plan) or (iii) due to death or disability, or (iii) without Cause by the Company after the Initial Term (as defined in his employment agreement), then a pro-rated amount of the fiscal 2019 RSUs will vest.

In connection with Mr. Sawyer’s departure, he forfeited the RSUs that were granted to him.
Sign-On Equity Awards for Mr. Athayde—In connection with his hire, Mr. Athayde received grants of RSUs and stock options as follows:
○The RSUs for 358,680 shares vest on the first anniversary of Mr. Athayde’s employment commencement date if he is still employed by the Company. If Mr. Athayde’s employment is terminated by the Company without Cause (as defined in the award agreement), if he resigns for Good Reason (as defined in the award agreement), or if his employment terminates as a result of his death or disability, in each case, prior to the first anniversary of his employment commencement date, then the RSUs fully vest as of the date of such termination. In the event that Mr. Athayde resigns without Good Reason prior to the first anniversary of his employment commencement date, a pro rata portion of the RSUs vest as of the date of his termination of employment, based on the number of days he was employed by the Company during the vesting period.
○The 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, he resigns for Good Reason, 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.
Matching Share Program – Restricted Stock Units

Executives who elected to participate in our recently adopted matching share program by contributing 25% to 50% of their target fiscal 2018 bonus, net of normalized tax withholding, to purchase shares

Matching RSUs granted as part of our common stock, received a matching RSU grant valued at up to 100% of their contribution. These matching RSUsSPMP during fiscal years 2019, 2020, and 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.period to avoid a reduction in the number of unvested RSUs. The matching RSUs earn dividend equivalents but have no voting rights. If an executive contributed 25% of his or her target fiscal 2018 bonus, net of normalized tax withholding, to purchase shares of our common stock, he or she received a matching RSU grant valued at 50% of his or her contribution, while a contribution of 50% of his or her target fiscal 2018 bonus resulted in a matching RSU grant valued at 100% of his or her contribution.

If a participant’s employment is terminated (i) without Cause (as defined in the 2018 Long Term Incentive 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 Long Term Incentive Plan) 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.

​

Executive Compensation Tables

2021 PROXY STATEMENT40  |  |

39

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
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 or for Good Reason, in each case, within 12 months following a Change in Control, (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 (i) the number of days the participant was employed as a percentage of (ii) the total number of days, in each case between the most recently completed and the next scheduled vesting date.
Outstanding Equity Awards at 20192021 Fiscal Year-End

The following table sets forth certain information concerning outstanding equity awards held by the Named Executive Officers atas of June 30, 2019.

 

Option Awards

​

Stock Awards1

Name

Number of
Securities
underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)

​

Option
Expiration
Date2

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
Vested3
($)

Hugh E. Sawyer

—

1,000,0004

11.15

​

4/17/2027

​

​

​

​

​

​

​

​

​

106,3585

1,765,543

​

​

​

​

​

​

​

​

​

319,0746

5,296,628

Andrew H. Lacko

—

—

—

​

—

​

​

​

​

​

​

​

​

​

22,7187

563,667

​

​

​

​

​

​

​

8,0318

199,274

​

​

​

​

​

​

​

16,3625

271,609

​

​

​

​

​

​

​

6,9429

115,237

​

​

​

​

​

​

​

​

​

18,07210

298,911

​

​

​

​

​

​

​

49,0886

814,861

Eric A. Bakken

4,200

—

18.90

​

4/29/2020

​

​

​

​

4,200

—

16.60

​

4/28/2021

​

​

​

​

22,250

—

18.01

​

8/31/2022

​

​

​

​

26,578

—

15.78

​

8/30/2023

​

​

​

​

23,916

—

15.11

​

8/29/2024

​

​

​

​

45,584

—

10.84

​

8/31/2025

​

​

​

​

​

​

​

​

​

4,24211

70,417

​

​

​

​

​

​

​

10,0398

166,647

​

​

​

​

​

​

​

20,4535

339,520

​

​

​

​

​

​

​

2,1699

36,005

​

​

​

​

​

​

​

​

​

22,59010

374,994

​

​

​

​

​

​

​

61,3606

1,018,576

Chad Kapadia

—

—

—

​

—

​

​

​

​

​

​

​

​

​

3,24112

53,801

​

​

​

​

​

​

​

16,3625

271,609

​

​

​

​

​

​

​

6,9429

115,237

​

​

​

​

​

​

​

5,36113

88,993

​

​

​

​

​

​

​

​

​

12,77214

203,715

​

​

​

​

​

​

​

49,0886

814,861

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Jim B. Lain

4,346

—

15.50

​

11/11/2023

​

​

​

​

20,926

—

15.11

​

8/29/2024

​

​

​

​

39,886

—

10.84

​

8/31/2025

​

​

​

​

​

​

​

​

​

4,24211

70,417

​

​

​

​

​

​

​

8,0318

133,315

​

​

​

​

​

​

​

16,3625

271,609

​

​

​

​

​

​

​

1,4029

23,273

​

​

​

​

​

​

​

​

​

18,07210

299,995

​

​

​

​

​

​

​

49,0886

814,861

2021.
​
 
​​
Option Awards
​​
Stock Awards1
​
​
Name
​​
Number of Securities Underlying Unexercised Options (#) Exercisable
​​
Number of Securities Underlying Unexercised Options (#) Unexercisable
​​
Option Exercise Price ($)
​​
Option Expiration Date2
​​
Number of Shares or Units of Stock That Have Not Vested (#)
​​
Market Value of Shares or Units of Stock That Have Not Vested3 ($)
​​
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 Vested3 ($)
​
​
Felipe A. Athayde
​​
—
​​
1,100,000
​​
6.53
​​
10/5/2030
​​
​​
​​
​​
​
​
—
​​
358,680
​​
6.53
​​
10/5/2030
​​
​​
​​
​​
​
​
​​
​​
​​
​​
358,68015
​​
3,357,245
​​
​​
​
​
Kersten D. Zupfer
​​
11,396
​​
—
​​
10.84
​​
8/31/2025
​​
​​
​​
​​
​
​
​​
​​
​​
​​
10,2265
​​
95,715
​​
​​
​
​
​​
​​
​​
​​
8327
​​
7,788
​​
​​
​
​
​​
​​
​​
​​
1,7638
​​
16,502
​​
​​
​
​
​​
​​
​​
​​
7,5649
​​
70,799
​​
​​
​
​
​​
​​
​​
​​
25,27613
​​
236,583
​​
​​
​
​
​​
​​
​​
​​
6,30714
​​
59,034
​​
​​
​
​
​​
​​
​​
​​
​​
​​
30,6806
​​
287,165
​
​
​​
​​
​​
​​
​​
​​
22,69410
​​
212,416
​
​
Chad Kapadia
​​
—
​​
—
​​
—
​​
—
​​
​​
​​
​​
​
​
​​
​​
​​
​​
16,3625
​​
153,148
​​
​​
​
​
​​
​​
​​
​​
6,9427
​​
64,977
​​
​​
​
​
​​
​​
​​
​​
5,36111
​​
50,179
​​
​​
​
​
​​
​​
​​
​​
37,10512
​​
347,303
​​
​​
​
​
​​
​​
​​
​​
​​
​​
49,0886
​​
459,464
​
​
Amanda P. Rusin
​​
—
​​
—
​​
—
​​
—
​​
​​
​​
​​
​
​
​​
​​
​​
​​
10,2265
​​
95,715
​​
​​
​
​
​​
​​
​​
​​
3,5067
​​
32,816
​​
​​
​
​
​​
​​
​​
​​
8,4608
​​
79,186
​​
​​
​
​
​​
​​
​​
​​
19,98013
​​
187,013
​​
​​
​
​
​​
​​
​​
​​
6,30714
​​
59,034
​​
​​
​
​
​​
​​
​​
​​
​​
​​
30,6806
​​
287,165
​
​
James A. Townsend
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Hugh E. Sawyer
​​
1,000,0004
​​
—
​​
11.15
​​
4/17/2027
​​
​​
​​
​​
​
​
Eric A. Bakken
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
1
Stock award numbers include accrued dividend equivalents, where applicable.
2
All awards of stock options and SARs expire ten years after the date of grant or in the case of retirement, voluntary termination, or dismissal without cause, 90 days after the termination.
3
Value based on a share price of $9.36, which was the last reported sale price for a share of our common stock on the NYSE on June 30, 2021.

​

40  |  
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EXECUTIVE COMPENSATION TABLES

Executive Compensation Tables

4
Award vested in full on April 17, 2019 and became exercisable on April 17, 2020.
5
Award cliff vests on the third anniversary of the date of grant, which was August 31, 2018.
6
Amounts presented represent the number of shares that may be earned during the performance period ended June 30, 2021 with respect to the PSUs granted on August 31, 2018. If the PSUs are earned, they will be subject to an additional two-year service-based vesting requirement, which will expire on August 31, 2023. The performance condition was not satisfied, and the award was forfeited.
7
Award cliff vests on the fifth anniversary of the date of grant, which was August 31, 2018.
8
Award cliff vests on the fifth anniversary of the date of grant, which was August 30, 2019.
9
Award cliff vests on the third anniversary of the date of grant, which was November 11, 2019.
10
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.
11
Award cliff vests on the third anniversary of the date of grant, which was June 5, 2019.
12
Award cliff vests on the third anniversary of the date of grant, which was September 1, 2019.
13
Award cliff vests on the fifth anniversary of the date of grant, which was December 21, 2020.
14
Award cliff vests on the first anniversary of the date of grant, which was February 8, 2021.
15
Award vests on the first anniversary of the date of grant, which was October 5, 2020.

1Stock award numbers include accrued dividend equivalents where applicable.

2All awards of stock options and SARs expire ten years after the date of grant or in the case of retirement, voluntary termination, or dismissal without cause, 90 days after the termination.

3Value based on a share price of $16.60, which was the last reported sale price for a share of our common stock on the NYSE on June 28, 2019.

4Award vested in full on April 17, 2019 but will not become exercisable until April 17, 2020.

5Award cliff vests on the third anniversary of the date of grant, which was August 31, 2018.

6Amounts presented represent the number of shares that may be earned during the performance period ended June 30, 2021 with respect to the performance units granted on August 31, 2018. If the units are earned, they will be subject to an additional two-year service-based vesting requirement which will expire on August 31, 2023.

7Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was July 1, 2017.

8Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was August 31, 2017.

9Award cliff vests on the fifth anniversary of the date of grant, which was August 31, 2018.

10Amounts presented represent the target number of shares that may be earned during the performance period ending June 30, 2020 with respect to the performance units granted on October 17, 2017.

11Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was August 31, 2016.

12Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was June 18, 2018.

13Award cliff vests on the third anniversary of the date of grant, which was June 5, 2019.

14Amounts presented represent the target number of shares that may be earned during the performance period ending June 30, 2020 with respect to the performance units granted on June 18, 2018.

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EXECUTIVE COMPENSATION TABLES
2021 Option Exercises and Stock Vested

The following table sets forth certain information concerning SARs exercised and stock vested during fiscal 20192021 for the Named Executive Officers:

 

Option Awards

​

Stock Awards1

Name

Number of Shares
Acquired on Exercise2(#)

Value Realized on
Exercise1($)

​

Number of Shares
Acquired on Vesting2(#)

Value Realized on
Vesting1($)

Hugh E. Sawyer

—

—

​

89,6863

1,773,989

Andrew H. Lacko

—

—

​

15,378

273,835

Eric A. Bakken

—

—

​

68,186

1,327,521

Chad Kapadia

—

—

​

1,621

29,648

Jim B. Lain

2,173

5,041

​

100,718

1,899,819

1Value realized on exercise is calculated as the difference between the market value of our common stock on the respective exercise date(s) and the exercise price of the option(s) on a pre-tax basis. 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.

2The number of shares acquired on exercise or vesting of stock awards includes shares that were forfeited for withholding tax obligations. The number of shares forfeited for each Named Executive Officer is reported below:

​
 
​​
Option Awards
​​
Stock Awards
​
​
Name
​​
Number of Shares
Acquired on Exercise2(#)
​​
Value Realized on
Exercise1($)
​​
Number of Shares
Acquired on Vesting2(#)
​​
Value Realized on
Vesting1($)
​
​
Felipe A. Athayde
​​
—
​​
—
​​
—
​​
—
​
​
Kersten D. Zupfer
​​
—
​​
—
​​
1,004
​​
7,420
​
​
Chad Kapadia
​​
—
​​
—
​​
1,620
​​
15,471
​
​
Amanda P. Rusin
​​
—
​​
—
​​
2,213
​​
18,567
​
​
James A. Townsend
​​
—
​​
—
​​
—
​​
—
​
​
Hugh E. Sawyer
​​
—
​​
—
​​
—
​​
—
​
​
Eric A. Bakken
​​
4,165
​​
49,687
​​
27,136
​​
240,344
​
1
Value realized on exercise is calculated as the difference between the market value of our common stock on the respective exercise date(s) and the exercise price of the option(s) on a pre-tax basis. 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.

Name

2

The number of shares acquired on exercise or 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 Exercised or Vested Awards (#)

​

​

Felipe A. Athayde
​​
—
​
​
Kersten D. Zupfer
​​
308
​
​
Chad Kapadia
​​
561
​
​
Amanda P. Rusin
​​
1,188
​
​
James A. Townsend
​​
—
​
​
Hugh E. Sawyer

​

​
—

​

Andrew H. Lacko

​

5,260

Eric A. Bakken

34,181

Chad Kapadia

​

561

Jim B. Lain

​

49,737

9,579
​

3Award vested on April 17, 2019 upon achieving certain stock price conditions but does not settle until April 17, 2020.

​

Executive Compensation Tables

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Summary of Executive Agreements

Employment Agreements

We are

During at least a portion of fiscal 2021, we were a party to an employment agreement with each of our NEOs, except for Messrs. LackoMs. Zupfer, Mr. Sawyer, and Kapadia.Mr. Bakken. The key provisions of the employment agreements are summarized below.

NEOs Currently Employed

​
Name
​​
Date of Employment Agreement
​​
Base Salary as of June 30, 2021 ($)
​​
FY21 Target Annual Incentive Award
(% of Base Salary)
​
​
Felipe A. Athayde
​​
N/A
​​
700,000
​​
125
​
​
Kersten D. Zupfer
​​
12/1/2014
​​
425,000
​​
60
​
​
Chad Kapadia
​​
N/A
​​
600,000
​​
60
​
​
Amanda P. Rusin
​​
N/A
​​
350,000
​​
70
​

Name

Date of Employment Agreement

Base Salary as of June 30, 2019 ($)

FY19 Target Annual Incentive Award
(% of Base Salary)

Hugh E. Sawyer

4/17/2017

950,000

115

Andrew H. Lacko1

N/A

495,000

60

Eric A. Bakken

8/31/2012

495,000

75

Chad Kapadia

N/A

495,000

60

Jim B. Lain

11/11/2013

400,000

60

 NEOs No Longer Employed

1Messrs. Lacko and Kapadia are not parties to employment agreements with the Company.

​
Name
​​
Date of Employment Agreement
​​
Base Salary as of Termination of
Employment ($)
​​
FY21 Target Annual Incentive Award
(% of Base Salary)1
​
​
Eric A. Bakken
​​
8/31/2012
​​
495,000
​​
75
​
​
Hugh E. Sawyer
​​
4/17/2017
​​
950,000
​​
115
​
​
James A. Townsend
​​
N/A
​​
495,000
​​
60
​
1
In connection with Mr. Sawyer’s retirement and Mr. Bakken’s separation, they ceased to be eligible for any payout under their fiscal 2021 bonuses; however, Mr. Townsend remained eligible for his bonus payout based on his service through the last day of fiscal 2021.

Ongoing Compensation

Base Salary—Each NEO receives an annual base salary in the amount set forth above. The base salary amounts are reviewed annually by the Compensation Committee and subject to adjustment.

Bonus—Each NEO is eligible for an annual incentive award. The annual incentive award is set as a percentage of the NEO’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.

Long-Term Incentives—Each NEO is entitled to 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.

Life Insurance and Other Benefits—During the term of their employment, each NEO is entitled to life insurance and health and welfare benefits offered to other headquartersfull-time employees; provided that, while employed by the Company, Mr. Sawyer has agreed not to participate in the employee stock purchase plan.

Termination of Employment Payments, Benefits, and Other Obligations—The following section separately addresses benefits provided to the NEOs upon death or disability, termination without Cause or for Good Reason, termination for Cause or without Good Reason, and termination after a Change in Control pursuant to employment agreements and applicable severance programs for Messrs.Ms. Zupfer, Mr. Sawyer, Bakken and Lain.Mr. Bakken. The severance payments described below are contingent upon the NEO signing, and not rescinding, a release and complying with certain non-competition and non-solicitation provisions.covenants.

•

Death or Disability. Disability. Each NEO is entitled to his or her accrued compensation and obligations, including a pro rata bonus for the year of termination.

•

Dismissal without Cause or Resignation for Good Reason (Prior to or More than Twenty-Four24 Months Following a Change in Control).. If an NEO is terminated without Cause or if he or she terminates for Good Reason, the NEO will receive an amount equal to one times (two times in the case of Mr. Sawyer if the triggering event occurs prior to April 17, 2020) his or her annual base salary plus a pro-rated portion of any bonus he or she would have earned for the year of termination (based on actual performance), plus 12 months (18 months in the case of Mr. Sawyer if the triggering event occurs prior to April 17, 2020) of benefits continuation coverage.

•

Dismissal without Cause or Resignation for Good Reason in Connection with a Change in Control.Control If an NEO’s. Under the terms of Mr. Bakken’s employment isagreement, if his employment was terminated without Cause or if he terminatesterminated for Good
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Reason within 24 months following a change of control, then he willwould instead receive an amount equal to two times base salary plus two times the target annual bonus for the year of termination, as well as 18 months of benefits continuation payments, subject to reduction pursuant to the “best of net” provisions in Mr. Bakken’sthe employment agreement. For Mr. Sawyer and Ms. Zupfer, the severance amount was/is the same as for any dismissal without Cause.

​

2019 Proxy Statement |43

Executive Compensation Tables

•Dismissal for Cause or Resignation withoutWithout Good Reason.Reason. The NEOs are entitled to accrued compensation and obligations where dismissal is for Cause or resignation is without Good Reason. In the event of a termination of employment for Cause or resignation without Good Reason, severance benefits would not be payable.

Provision for Offset of Severance—The employment agreements provide that severance payments will be paid over the course of the severance period and offset by any compensation an NEO receives from other substantially full-time employment during the severance period. However, the Compensation Committee modified these provisions during fiscal 2017 to provide that severance will be paid in a lump sum and not offset by non-competitive employment. See “Changes to Severance Program” in the CD&A. The severance payments are also contingent upon signing, and not rescinding, a release of claims and complying with certain non-competition and non-solicitation provisions.covenants.

Restrictive Covenants—The NEOs are subject to restrictive covenants prohibiting the disclosure or use of confidential information, along with two-year covenants regarding non-competition and non-solicitation of employees. Our remedies for violation of restrictive covenants include injunctive relief and forfeiture of severance benefits.

Mandatory Arbitration—Disputes arising under the employment agreements are to be resolved by binding arbitration.

Sign-On, Relocation, and Related Benefits

When executive officers join ourthe Company, from time to time, we have agreed to sign-on incentives and relocation benefits that are not part of their ongoing compensation to incentivize them to leave their former employers and join ourthe Company. Specifically, these benefits to the NEOs include:

Sign-On Incentives—When Mr. Kapadia joined the Company in June 2018, he received a sign-on bonus equal to $75,000 and initial equity awards with an aggregate value of $350,000, comprised of $262,500 of PSUs and $37,500 of RSUs. When Mr. Sawyer joined ourthe Company in April 2017, Mr. Sawyerhe received a sign-on bonus equal to $585,000, subject to a one-year clawback, and initial equity awards with an aggregate value of $5.0 million, comprised of $4.0 million of stock-settled SARs and $1.0 million of RSUs. When heMr. Athayde joined ourthe Company in July 2017, Mr. LackoOctober 2020, he received a sign-on bonussign-bonus equal to $125,000$2,500,000, subject to a one-year clawback, and initial equity awards with an aggregate value of $350,000,$5.0 million, comprised of RSUs valued on July 1, 2017. When he joined the Company in June 2018, Mr. Kapadia received a sign-on bonus equal to $75,000$4.0 million of stock-settled SARs and initial equity awards with an aggregate value of $350,000, comprised of $262,500 of PSUs and $37,500$1.0 million of RSUs. See below for further detail about these awards.

Relocation Expenses—We agreed to reimbursereimbursed Mr. Sawyer up to $175,000 for temporary housing expenses for 18 months following commencement of his employment, and to pay him any unspent portion if he remains employed after 18 months. We agreed to reimbursewe reimbursed Mr. Lacko up to $50,000 in moving costsAthayde $150,000 for relocation and up to $50,000 in real estate commissions if he soldtemporary housing expenses for 12 months following commencement of his home within the first year of employment.

Historical Retirement and Life Insurance Benefits

Retirement Benefits—Pursuant to certain grandfathered provisions of hisMr. Bakken’s employment agreement, upon retirement (at or after age 65), Mr. Bakken iswould have been entitled to receive a lump sum cash payment equal to the present value of a hypothetical annuity of monthly payments that are equal to the greater of $5,000 or 40% of his respective five-year average monthly compensation for the five-year period endingended June 30, 2012 (i.e., July 1, 2007 through June 30, 2012), excluding bonuses (subject to a 20-year vesting schedule), to be paid for 240 months. Mr. Bakken’s employment agreement providesprovided that he willwould be entitled to the fully vested benefit if his employment iswas terminated without Cause or if he terminatesterminated for Good Reason at any time, and his agreement providesit provided that he willwould be entitled to the fully vested benefit if his employment terminatesterminated for any reason other than for Cause within two years of a Change in Control. Additionally, upon any termination following a Change in Control (except for Cause), he receivesMr. Bakken would have been entitled to receive: (i) the same retirement benefits described below, except that the lump sum iswould be equal to the sum of the payments due, determined as if he iswas fully vested, and (ii) a lump sum payment of any unpaid amounts described below under “Life Insurance.”

Under this arrangement, an executive officer hasMr. Bakken had the option to elect to receive his or her retirement benefit in the form of 240 monthly payments rather than thea lump sum,sum; provided that, such election iswas made in accordance with the requirements described in his or her employment agreement and consistent with Code Section 409A. In addition to the possibility for reduction based on (i) the vesting schedule and/or (ii) the present value discount for a lump sum payment, an executive’sMr. Bakken’s retirement benefit iswas subject to
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further discount if paid prior to age 65 (an “Early Retirement”). If payment iswas made in

​

Executive Compensation Tables

44 |

connection with an Early Retirement, the hypothetical annuity of 240 monthly payments iswould be discounted by first calculating the benefit as an annuity starting at age 65, and then converting it to an immediate commencement annuity using the yield to maturity of 30-year U.S. Treasury Notes as of June 30, 2012 (2.76%(i.e., 2.76%).

If an executive officer diesMr. Bakken died before receiving full payment of his or her retirement benefit, payment willwould be made in a lump sum or monthly payments willwould continue, as applicable, to his or her designated beneficiary (or to his or her estate). If an executive officer becomesMr. Bakken became disabled, he or she will receivewould have received monthly payments beginning six months after his or her disability beginsbegan and continuing until the earlier of his or her death or attainment of age 65, or until he or she ceasesceased to be disabled, in an amount equal to his or her monthly benefit. At death or attainment of age 65, he or sheMr. Bakken (or his or her beneficiary) will receivewould have received the benefit described above under “Retirement Benefits.” No retirement benefits arewould be payable in the event of termination of employment for Cause.

Under the amended and restatedterms of Mr. Bakken’s employment agreement, signed by Mr. Bakken effective August 31, 2012, we froze vesting in his retirement benefits as of June 30, 2012, subject to the continued right to full acceleration in the event of termination without Cause or termination for Good Reason, as described above. As indicated, we also limited the calculation of the monthly benefit to his five-year average monthly base salary as of June 30, 2012.

Of our NEOs,This section applies only to Mr. Bakken is eligible for this benefit.

who was employed through December 30, 2020, and not to any continuing NEOs. On July 1, 2021, we paid out Mr. Bakken’s retirement benefits in an amount equal to $1,401,287.

Life Insurance—We agreed to pay premiums for a total of ten years on the existing policies insuringthat insure the lives of certain of our executive officersexecutives who were entitled to such benefits and were employed by the Company as of June 30, 2012. As of June 30, 2019,2020, we have made all of the payments that we had agreed to payupon payments on Mr. Bakken’s policies. As of June 30, 2019,2021, the aggregate face amount of Mr. Bakken’s policies is approximately $3.2 million.

Compensatory Arrangements with Mr. Sawyer

In

Mr. Sawyer served as our President and Chief Executive Officer from April 2017 the Board appointedto October 2020. In connection with Mr. SawyerSawyer’s appointment as President and CEO. In connection with his appointment,Chief Executive Officer, the Company entered into an employment agreement with Mr. Sawyer with an initial term of three years, and thereafter renewing annually. He ishim, under which he was entitled to an annual base salary of $950,000, and a target annual incentive opportunity of 115% of his annual base salary. He also receivedsalary, a sign-on bonus of $585,000, to compensate him for forfeited compensation from his former employer (furthermore, a pro-rated portionsign-on equity awards with an aggregate value of this bonus must be repaid if he terminates employment under certain circumstances). The Company also agreed to reimburse Mr. Sawyer$5.0 million, and reimbursement of up to $175,000 for temporary housing expenses for 18 months, and to pay him any unspent portion if he remainsremained employed after 18 months.

 

Fiscal 2017
($)

Fiscal 2018
($)

Fiscal 2019
($)

Fiscal 2020
($)

Base Salary1

950,000

950,000

950,000

950,000

Annual Incentive Target1

—

1,092,500

1,092,500

—3

Long-Term Equity Incentive

—

—

9,100,0002

—

Sign-On Bonus

585,000

—

—

—

Initial Equity Awards

5,000,000

—

—

—

1May be increased in the Committee’s discretion.

2Amount of fiscal 2019 long-term equity incentive reflects the grant of a single, larger equity award at the outset of a five-year period as described above under “Summary of the Fiscal 2019 Pay Plan.”

3Mr. Sawyer has indicated his intention to forego any cash annual incentive award for fiscal 2020 related to the Short Term Plan.


In addition, the Compensation Committee approved sign-on equity awards to Mr. Sawyer with an aggregate value of $5.0 million, comprised of approximately $4.0 million of stock-settled SARs and $1.0 million of performance-contingent RSUs.

​
 
​​
Fiscal
2017
($)
​​
Fiscal
2018
($)
​​
Fiscal
2019
($)
​​
Fiscal
2020
($)
​​
Fiscal
2021
($)
​
​
Base Salary
​​
950,000
​​
950,000
​​
950,000
​​
950,000
​​
950,000
​
​
Annual Incentive
Target
​​
—
​​
1,092,500
​​
1,092,500
​​
—2
​​
—
​
​
Long-Term
Equity Incentive
​​
—
​​
—
​​
9,100,0001
​​
—
​​
—
​
​
Sign-On Bonus
​​
585,000
​​
—
​​
—
​​
—
​​
—
​
​
Initial Equity
Awards
​​
5,000,000
​​
—
​​
—
​​
—
​​
—
​
​
Post-Termination
Consulting
​​
—
​​
—
​​
—
​​
—
​​
1,200,000
​
1
Amount of fiscal 2019 long-term equity incentive reflects the grant of a single, larger equity award at the outset of a five-year period. Mr. Sawyer retired prior to the vesting of these awards, and therefore, did not earn any of the shares under these awards.
2
Mr. Sawyer indicated his intention to forego any cash annual incentive award for fiscal 2020 related to the Short Term Plan.
Mr. Sawyer’s initial equity awards were scheduled to vest on
the second anniversary of the date of grant subject to his continued service through that date, and in the case of his RSUs, were also subject to the satisfaction of performance goals related to the Company’s stock price, which goals were attained in April 2019, at which time the RSUs vested. However, hisHis SARs will not becomebecame exercisable in April 2020 and histhe RSUs will not bewere settled untilat the third anniversary of the date of grant, and hissame time. The SARs will be exercisable untilexpire on the tenth anniversary of the date of grant.
On September 4, 2020, in connection with Mr. Athayde’s appointment as President and Chief Executive Officer of the Company, Mr. Sawyer did not receive an additional equity grant whenentered into a Transition Services and Release Agreement with the Company, made its fiscal 2018 annual equity grants in August 2017. Commencing August 2018 (for fiscal 2019),pursuant to which, during the period between Mr. Sawyer’s departure date and the 12-month anniversary thereof, Mr. Sawyer was eligibleagreed to receive annual equity grants commensurate with his position.

The Committee designed Mr. Sawyer’s compensation to be strongly performance-based, both upon hire and onserve as an ongoing basis, with 76% of his compensation at hire and approximately 80% in future years tiedexecutive advisor to the Company’s performance.

Company in exchange for an annual consulting fee of $1,200,000, payment for three weeks of vacation time valued at $54,808, and reimbursement for the employer portion of COBRA premiums during the consulting term. Pursuant to the transition agreement, Mr. Sawyer agreed to extend the non-competition and non-solicitation restrictions under his employment agreement through the period ending 24 months after the end of the consulting term.

​

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EXECUTIVE COMPENSATION TABLES

Executive Compensation Tables

Compensatory Arrangements with Mr. Lacko

In June 2017,Athayde

On September 4, 2020, the Board appointedCompany entered into a letter agreement with Mr. LackoAthayde in connection with his appointment as Executive Vice President and Chief FinancialExecutive Officer effective July 1, 2017. Heon October 5, 2020. Pursuant to the agreement, Mr. Athayde is entitled toreceiving an annual base salary of $495,000, a$700,000, an annual target annual incentivebonus opportunity of 60%equal to 125% of his annual base salary and(up to a maximum payout of 225% of his annual target long-term incentives valued at $400,000 (with annual grants beginning in fiscal 2018). In addition,base salary), and he received a sign-on bonus of $125,000, a$2,500,000 (which is subject to pro rata repayment if Mr. Athayde’s employment is terminated under certain circumstances prior to the first anniversary of his employment commencement date).
Mr. Athayde also received sign-on equity awardawards granted as of his employment commencement date as follows:
1,100,000 options to purchase shares of the Company’s common stock, granted under the Company’s 2018 Long Term Incentive Plan, which are eligible to vest, as to the service requirement, on the fourth anniversary of the commencement date, subject to achievement, prior to the fifth anniversary of the commencement date, 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 of the Company on the trading day immediately prior to the date of the announcement of Mr. Athayde's employment with the Company; and
358,680 restricted stock units valued at $350,000, reimbursement of moving expenses upwith a value equal to $50,000, and reimbursement$2,500,000 (based on the closing price per share on September 4, 2020), which are eligible to vest on the first anniversary of the real estate commissions in connection with the sale of his home of upcommencement date, based on Mr. Athayde’s continued service, and options to $50,000 if he sells his home within the first year of his employment with the Company, which were paid in fiscal 2018.

Mr. Lacko’s initial RSU award will vest as to one-thirdpurchase 358,680 shares of the sharesCompany’s common stock, which are eligible to vest on the fourth anniversary of the commencement date, each of which will be granted on the first three anniversaries of thecommencement date of grant in accordance with the general terms of the RSU awards the Company grants to employees as part of their annual long-term incentive awards. The RSUs were granted pursuant to the employment inducement exception of the NYSE rules.

Compensatory Arrangements with

All the stock options have a per share exercise price equal to the closing price per share of the Company on the date of grant and will have a term of ten years. The Company also reimbursed Mr. Kapadia

Athayde in an amount equal to $150,000 for certain relocation expenses.

If Mr. Athayde’s employment is terminated either by the Company without Cause or by Mr. Athayde for Good Reason, as defined in his letter agreement, Mr. Athayde will be eligible for severance benefits under the Company’s senior executive severance policy described below. In June 2018,Mr. Athayde’s letter agreement, “Cause” is defined as: 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; continued failure to perform material duties under the agreement or following the lawful direction of the Board appointedor a material breach of fiduciary duties; theft, fraud, or material dishonesty with regard to the Company in connection with his duties; 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; willful misconduct unrelated to the Company having or likely to have a material negative impact on the Company (economic or reputational); an act of gross negligence or willful misconduct that relates to the affairs of the Company; or 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 in Mr. Athayde’s agreement as: any material diminution of authority, duties or responsibilities; or a material reduction by the Company of his base salary or target annual bonus percentage (other than an across the board reduction of not more than 10% that applies to all other executives of the Company or 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, Mr. Athayde must give 60 days’ written notice of termination and opportunity for the Company to cure the event and the Company fails to do so. Mr. Athayde also executed the Company’s non-compete, non-disclosure, non-solicitation, and non-hire agreement.
Senior Executive Severance Policy
In May 2020, the Committee approved a senior executive severance policy whereby Senior Vice Presidents and above without an individual employment agreement are entitled to receive the following severance benefits if the executive’s employment is terminated without cause: one year of base salary paid in installments over a period of 12 months; a pro rata bonus for the fiscal year in which termination occurs based on actual performance, but not to exceed the target bonus amount; and continuation of certain medical benefits for up to 12 months unless and until the executive is covered under the health and/or dental insurance policy of a new employer. The severance benefits are subject to the executive signing a release in favor of the Company and complying with one-year non-competition and non-solicitation restrictions. Because Mr. Kapadia, as Executive Vice PresidentMs. Rusin, and Chief Technology Officer, effective June 18, 2018. He is entitled to an annual base salary of $495,000 and a target annual incentive opportunity of 60% of his annual base salary. He received a sign-on bonus of $75,000 and a sign-on equity award valued at $350,000, comprised of $262,500 of PSUs and $37,500 of RSUs with terms consistentMr. Townsend do not have employment agreements with the Company’s formCompany, they are eligible for severance benefits under this policy if they have a qualifying termination, and Mr. Athayde’s letter agreement incorporates this policy in the event of PSU and RSU awards at the timea qualifying termination of grant.Mr. Athayde’s employment under his letter agreement, subject to certain alternative definitions described above.
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EXECUTIVE COMPENSATION TABLES
Definitions Under Executive Agreements

Certain of the terms used in the executive agreements as in effect at the end of fiscal 20192021 are defined below:

Cause—Acts resulting in a felony conviction that is materially detrimental to the financial interests of the Company; willful nonperformance by the executive of his or her material employment duties (other than by reason of physical or mental incapacity) after reasonable notice to the executive 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.

Change in Control—A person is or becomes the beneficial owner of 20% or more of the outstanding common stock or outstanding voting securities of the Company; consummation of a merger or consolidation of the Company, a statutory share exchange or an acquisition of all or substantially all of the Company’s assets unless the beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction beneficially own more than 50% of the voting power of the outstanding voting securities of the surviving entity in substantially the same proportions; or the incumbent directors cease to constitute at least a majority of the Board. Furthermore, in August 2014, the Board adopted an amendment providing that a Change in Control does not occur if a person becomes the beneficial owner of 20% or more of the outstanding common stock or outstanding voting securities of the Company 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. Beginning with the Company’s fiscal 2019 equity awards, the Change in Control beneficial ownership triggering percentage described above has beenwas increased from 20% to 49%.

Good Reason—Any adverse alteration in the executive’s reporting responsibilities, titles, or offices (or, in the case of Mr. Sawyer, a material diminution of his authority, duties, or responsibilities); a material reduction of the executive’s base salary (or, in the case of Mr. Sawyer, any reduction in his base salary or target annual incentive percentage); failure by the Company to continue any compensation plan, bonus, or incentive plan; material breach of the agreement by the Company; requirement that the executive’s principal place of employment be relocated by more than 30 miles from the Company’s current address (other than for Mr. Sawyer); or the Company’s failure to obtain an agreement from any successor entity to assume the Company’s obligations under the agreement.

Disability—Physical or mental disability or health impairment that prevents the effective performance by the executive of his or her duties on a full-time basis.

​

Executive Compensation Tables

46 |

Retirement Plans and Arrangements

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

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

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

Pension Benefits in 2019

2021

The following table sets forth certain information concerning pension benefits for the Named Executive Officers for fiscal 2019:

2021:
​
Name1
​​
Age at June 30,
2021
​​
Plan Name2
​​
Number of
Years of
Credited Service3
(#)
​​
Present Value
of Accumulated
Benefit4
($)
​​
Payments During
Last Fiscal Year
($)
​
​
Eric A. Bakken
​​
54
​​
Employment Agreement
​​
27.5
​​
1,401,287
​​
—5
​
1
Mr. Bakken is the only NEO eligible for the Company’s pension benefits program, as it was frozen prior to the commencement of employment of all other NEOs.
2
Retirement benefits for Mr. Bakken are described above under “Summary of Executive Agreements.”
3
The number of years of credited service shown for Mr. Bakken represents his actual years of service; however, for purposes of determining the value of their accumulated benefit, his years of credited service was frozen at 18.5.
4
The present value of pension benefits for Mr. Bakken is calculated based on the following assumptions: (i) freezing of the pension benefits as described above under “Summary of Executive Agreements—Retirement Plans and Arrangements,” (ii) expected retirement age of the later of (A) June 30, 2020 or (B) age 65, which is the earliest time a participant may retire without any benefit reduction due to age, and (iii) discount rate of 1.87%.
5
Mr. Bakken’s balance of $1,401,287 was paid out on July 1, 2021, the day following the end of our fiscal year.

Name1

Age at June 30,
2019

Plan Name2

Number of
Years of
Credited Service3
(#)

Present Value
of Accumulated
Benefit
($)

Payments During
Last Fiscal Year
($)

Eric A. Bakken

52

Employment Agreement

25.5

1,098,790

—

1Mr. Bakken is the only NEO eligible for the Company’s pension benefits program, as it was frozen prior to the commencement of employment of all our other NEOs.

2Retirement benefits provided under the applicable employment agreement for each Named Executive Officer are described above under “Summary of Executive Agreements.”

3The number of years of credited service shown for Mr. Bakken represents his actual years of service; however, for purposes of determining the value of their accumulated benefit, his years of credited service was frozen at 18.5.

4The present value of pension benefits for Mr. Bakken is calculated based on the following assumptions: (i) freezing of the pension benefits as described above under “Summary of Executive Agreements—Retirement Plans and Arrangements,” (ii) expected retirement age of the later of (A) June 30, 2019 or (B) age 65, which is the earliest time a participant may retire without any benefit reduction due to age, and (iii) discount rate of 3.02%.

​

2019 Proxy Statement |47

Executive Compensation Tables

Nonqualified Deferred Compensation for 2019

2021

The following table sets forth certain information concerning nonqualified deferred compensation under our Executive Retirement Savings Plan for the NEOs for fiscal 2019:2021:
​
Name
​​
Executive
Contributions
in Last FY1
($)
​​
Registrant
Contributions in
Last FY
($)
​​
Aggregate Earnings
in Last FY
($)
​​
Aggregate
Withdrawals/ Distributions
($)
​​
Aggregate
Balance at
Last FYE2
($)
​
​
Felipe A. Athayde
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Kersten D. Zupfer
​​
—
​​
—
​​
78,550
​​
0
​​
355,279
​
​
Chad Kapadia
​​
109,104
​​
27,273
​​
61,368
​​
—
​​
289,511
​
​
Amanda P. Rusin
​​
101,500
​​
25,375
​​
111,943
​​
—
​​
533,734
​
​
James A. Townsend
​​
116,667
​​
—
​​
—
​​
—
​​
—
​
​
Hugh E. Sawyer
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Eric A. Bakken
​​
—
​​
—
​​
28,416
​​
138,402
​​
190,324
​
1
The Company matches deferred compensation contributions to our Executive Retirement Savings Plan at a rate of 25% of the amount contributed by the participant, up to $25,000 per calendar year. Amounts exceeding $25,000 are due to timing differences between the calendar and fiscal year.
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Name

Executive
Contributions
in Last FY1
($)

Registrant
Contributions in
Last FY1
($)

Aggregate Earnings
in Last FY
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
Last FYE2
($)

Hugh E. Sawyer

1,773,9893

—

(285,201)4

—

1,488,788

Andrew H. Lacko

—

—

—

—

—

Eric A. Bakken

101,975

24,506

12,104

(124,553)

351,304

Chad Kapadia

21,875

5,469

2,036

—

—

Jim B. Lain

8,000

2,000

—

—

15,000

EXECUTIVE COMPENSATION TABLES

1The Company matches deferred compensation contributions to our Executive Retirement Savings Plan at a rate of 25% of the amount contributed by the participant, up to $25,000 per calendar year. Amounts exceeding $25,000 are due to timing differences between the calendar and fiscal year. Mr. Sawyer did not defer any compensation in fiscal 2019 under our Executive Retirement Savings Plan. For Mr. Sawyer, this value represents the value of his inducement award of restricted stock units that vested upon achieving certain stock price conditions on April 17, 2019. Delivery of the underlying shares is deferred until April 17, 2020. The number of underlying shares is also shown in the Options Exercised and Stock Vested Table. For Messrs. Bakken, Kapadia and Lain, executive contributions were made under the Executive Retirement Savings Plan.

2The following amounts of contributions and earnings reflected in the table above have been reported in the current year or prior years’ Summary Compensation Tables as follows:

 

Current Year Summary Compensation Table

Name

Total Amount
Reported in Current
or Prior Summary
Compensation
Tables
($)

Salary
($)

Non-Equity
Incentive Plan
($)

Above-Market
Earnings
($)

Company Match
and Profit-Sharing
Contribution
in All Other
Compensation
($)

Hugh E. Sawyer

730,044

—

—

—

—

Andrew H. Lacko

—

—

—

—

—

Eric A. Bakken

365,336

101,975

—

—

24,506

Chad Kapadia

27,344

21,875

—

—

5,469

Jim B. Lain

25,000

8,000

—

—

2,000

3Reflects value of restricted stock units that vested in fiscal 2019 that will not be settled until fiscal 2021.

4Amount is calculated based on the closing price of the Company’s common stock on June 28, 2019.

2
The following amounts of contributions and earnings reflected in the table above have been reported in the current year or prior years’ Summary Compensation Tables as follows:
​
 
​​
 
​​
Current Year Summary Compensation Table
​
​
Name
​​
Total Amount
Reported in Current
or Prior Summary
Compensation
Tables
($)
​​
Salary
($)
​​
Non-Equity
Incentive Plan
($)
​​
Above-Market
Earnings
($)
​​
Company Match
and Profit-Sharing
Contribution
in All Other
Compensation
($)
​
​
Felipe A. Athayde
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Kersten D. Zupfer
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Chad Kapadia
​​
67,188
​​
109,104
​​
—
​​
—
​​
27,273
​
​
Amanda P. Rusin
​​
0
​​
101,500
​​
—
​​
—
​​
25,375
​
​
James A. Townsend
​​
—
​​
—
​​
—
​​
—
​​
28,125
​
​
Hugh E. Sawyer
​​
730,044
​​
—
​​
—
​​
—
​​
—
​
​
Eric A. Bakken
​​
554,317
​​
0
​​
—
​​
—
​​
0
​
The measurement funds available under the Executive Retirement Savings Plan include the Company’s common stock and selected mutual funds, which are the same measurement funds available for employees generally with respect to investment of their funds in the Company’s qualified 401(k) plan. Participants in the plan may change their investments in the various measurement funds at any time.

Historically, the Company’s common stock was also available as a measurement fund, but it has subsequently been removed as an investment option.

Contributions made to the RiSRP on behalf of the NEOs are not included in the table above as this plan is an after-tax nonqualified retirement plan that does not provide for a deferral of compensation.

​

Executive Compensation Tables

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EXECUTIVE COMPENSATION TABLES
Actual and Potential Payments Upon Termination or Change in Control

The tables that follow describe actual and potential payments and benefits provided to our NEOs or their beneficiaries under the employment agreements, plans and arrangements in existence at June 30, 20192021 under various scenarios involving a termination of employment and/or a change in control, and as to potential payments, assuming that the termination or change in control event(s) occurred on June 30, 2019.2021. The agreements are described in more detail under “Summary of Executive Agreements.”

The following presentationinformation has been keyed to the following events upon which an NEO or theirhis or her beneficiaries were or would be entitled to a payment or benefit:

•

Voluntary termination or involuntary termination not related to a change in control;

•Termination due to death;

•Termination due to disability;

•A change in control not involving an employment termination; and

•Involuntary termination within twenty-four months after a change in control.

Termination due to death;
Termination due to disability;
A change in control not involving an employment termination; and
Involuntary termination within twenty-four months after a change in control.
Unless otherwise specified, for purposes of this section, an “involuntary termination” for these purposes includes a termination by the Company without “Cause” or by an NEO for “Good Reason,” but does not include a termination for “Cause.” A “voluntary termination” refers to a termination by thean NEO other than for “Good Reason.” For purposes of this section, the terms “Cause” and “Good Reason” for these purposes have the meanings described above under “Definitions underUnder Executive Agreements.”

​

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2019 Proxy Statement |49TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

Executive Compensation Tables

Actual and Potential Payments to NEOs Currently Employed

 

​

Not Related to Change in Control

​

After a Change in Control

Name1

Type of Payment or Benefit

Voluntary
Termination
($)

Involuntary
Termination2
($)

Death
($)

Disability
($)

​

Not Involving a
Termination of
Employment
($)

Involuntary
Termination3
($)

Hugh E.
Sawyer

Severance

—

2,719,375

—

—

​

—

2,719,375

Lump Sum Payment4

—

100,000

—

—

​

—

100,000

Medical and Dental Insurance Benefits5

—

21,757

—

—

​

—

21,757

Accelerated Vesting of Equity6, 7

—

6,938,788

7,429,216

7,429,216

​

6,938,788

7,429,216

Total

—

9,779,920

7,429,216

7,429,216

​

6,938,788

10,270,348

Andrew H.
Lacko8

Severance

—

—

—

—

​

—

—

Lump Sum Payment4

—

200,000

—

—

​

—

200,000

Medical and Dental Insurance Benefits5

—

—

—

—

​

—

—

Accelerated Vesting of Equity7

—

—

817,834

817,834

​

710,376

817,834

Total

—

200,000

817,834

817,834

​

710,376

1,017,834

Eric A.
Bakken

Severance

—

773,438

—

—

​

—

1,732,500

Lump Sum Payment4

—

250,000

—

—

​

—

250,000

Medical and Dental Insurance Benefits5

—

18,321

—

—

​

—

27,482

Retirement Benefits9

1,130,703

1,330,239

1,903,176

2,411,626

​

1,330,239

1,330,239

Accelerated Vesting of Equity7

—

—

1,225,173

1,225,173

​

1,120,860

1,225,713

Total

1,130,703

2,371,998

3,128,349

3,636,799

​

2,451,099

4,565,394

Chad
Kapadia8

Severance

—

—

—

—

​

—

—

Lump Sum Payment4

—

200,000

—

—

​

—

200,000

Medical and Dental Insurance Benefits5

—

—

—

—

​

—

—

Accelerated Vesting of Equity7

​—

—

299,060

299,060

​

189,542

299,060

Total

—

200,000

299,060

299,060

​

189,542

499,060

Jim B.
Lain

Severance

—

580,000

—

—

​

—

1,280,000

Lump Sum Payment4

—

200,000

—

—

​

—

200,000

Medical and Dental Insurance Benefits5

—

18,321

—

—

​

—

27,482

Accelerated Vesting of Equity7

​

—

1,119,463

1,119,463

​

1,037,551

1,119,463

Total

—

798,321

1,119,463

1,119,463

​

1,037,551

2,626,945

1Each of the NEOs listed in this table is party to a written employment agreement with the Company, with the exception of Mr. Lacko and Mr. Kapadia.

2Severance amounts in the event of involuntary termination not related to Change in Control represent a cash payment equal to two times annual base salary for Mr. Sawyer and one times annual base salary for the other NEOs, plus, for the other NEOs, a pro-rated portion of any bonus the executive officer would have earned for the year of termination, based on actual performance.

3In the event of an involuntary termination related to a Change in Control, Mr. Sawyer would receive the same severance as for any involuntary termination. Severance to the other NEOs represents a cash payment equal to two times annual base salary plus two times the target annual bonus for the year of termination.

Under Code Section 280G, executives will incur an excise tax on portions of these payments if the parachute value of payments exceeds a specified threshold. Under the 2004 Amended and Restated Long Term Incentive Plan (the “2004 Long Term Plan”), participants who first received awards prior to October 22, 2013 (which includes only Mr. Bakken) are entitled to an excise tax gross-up if an award granted thereunder, either alone or together with other payments and benefits the participant receives or is entitled to receive would constitute a “parachute payment.” These grandfathered rights to tax gross-ups were waived by Mr. Bakken effective in August 2018. The 2016 Long Term Plan does not provide for any excise tax gross-ups on parachute payments. Pursuant to Mr. Bakken’s employment agreement, the Company will determine whether he is better off receiving the full payment due and paying the excise tax, or receiving a reduced payment that falls just below the excise tax threshold, which is referred to as a “best of net” provision. For this hypothetical payment as of June 30, 2019, it has been estimated that Mr. Bakken would be better off receiving the full payment due.

4In connection with the fiscal 2019 long-term incentive awards, in August 2018 we entered into letter agreements with our executive officers which provided for a one-time lump sum payment in the event the executive experienced a “Qualifying Termination” that occur prior to the first anniversary of the date of grant (August 31, 2019) as described under “Governance Policies and Additional Compensation-Related Items— Changes to Severance Program.”

5The amount represents the estimated medical and dental insurance premiums for the applicable benefits continuation period following involuntary termination. The continuation period is 18 months for Mr. Sawyer; for the other NEOs, it is 12 months if not related to a change in control and 18 months if related to a Change in Control.

6Mr. Sawyer is entitled to acceleration of his sign-on equity awards upon death, disability, a change in control, or termination without cause or for good reason, except that in the case of his sign-on RSUs, the Company’s stock price also must exceed a certain price threshold. For more information about these awards, see “Compensatory Arrangements with Mr. Sawyer” in CD&A. Mr. Sawyer’s initial equity awards were scheduled to vest on the second anniversary of the date of grant subject to his continued service through that date, and in the case of his RSUs, also subject to the satisfaction of performance goals related to the Company’s stock price, which goals were attained in April 2019, at which time the RSUs vested. However, his SARs will not become exercisable and his RSUs will not be settled until the third anniversary of the date of grant, and his SARs will be exercisable until the tenth anniversary of the date of grant.

7Amounts represent the intrinsic value of SARs, RSUs, and PSUs as of June 28, 2019 for which the vesting would be accelerated. The value entered for SARs is based on the number of units for which vesting would be accelerated times the excess of $16.60, the closing price of the Company’s common stock on June 28, 2019 on the NYSE, over the SAR exercise price. The value included for RSUs and PSUs is the product of the number of units for which vesting would be accelerated and $16.60.

8Neither Mr. Lacko nor Mr. Kapadia is party to a written employment agreement with the Company stipulating provisions for post-termination payments. They are eligible for accelerated vesting of equity awards upon certain termination scenarios pursuant to terms of the LTIP/grant agreements. Any severance amounts paid upon an actual termination would be determined at the discretion of the Committee.

9The amounts represent a lump sum cash payment equal to the present value of a hypothetical annuity of monthly benefits. The annuity amount and payment period vary according to the termination scenario, as described under “Summary of Executive Agreements — Employment Agreements — Historical Retirement and Life Insurance Benefits.”

​

Executive Compensation Tables

​
 
​​
 
​​
Not Related to Change in Control
​​
After a Change in Control
​
​
Name1
​​
Type of Payment or Benefit
​​
Voluntary
Termination
($)
​​
Involuntary
Termination2
($)
​​
Death
($)
​​
Disability
($)
​​
Not Involving a
Termination of
Employment
($)
​​
Involuntary
Termination3
($)
​
​
Felipe A. Athayde
​​
Severance
​​
—
​​
1,344,863
​​
—
​​
—
​​
—
​​
1,344,863
​
​
Medical and Dental Insurance Benefits4
​​
—
​​
13,125
​​
—
​​
—
​​
—
​​
13,125
​
​
Accelerated Vesting of Equity5
​​
2,465,040
​​
3,357,245
​​
3,357,245
​​
3,357,245
​​
—
​​
3,357,245
​
​
Total
​​
2,465,040
​​
4,715,233
​​
3,357,245
​​
3,357,245
​​
—
​​
4,715,233
​
​
Kersten D. Zupfer
​​
Severance
​​
—
​​
640,000
​​
—
​​
—
​​
—
​​
640,000
​
​
Medical and Dental Insurance Benefits4
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Accelerated Vesting of Equity5
​​
—
​​
306,297
​​
261,341
​​
261,341
​​
—
​​
261,341
​
​
Total
​​
—
​​
946,297
​​
261,341
​​
261,341
​​
—
​​
901,341
​
​
Chad Kapadia8
​​
Severance
​​
—
​​
960,000
​​
—
​​
—
​​
—
​​
960,000
​
​
Medical and Dental Insurance Benefits4
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Accelerated Vesting of Equity5
​​
—
​​
209,411
​​
432,329
​​
432,329
​​
—
​​
432,329
​
​
Total
​​
—
​​
1,1469,411
​​
432,329
​​
432,329
​​
—
​​
1,392,329
​
​
Amanda P. Rusin
​​
Severance
​​
—
​​
595,000
​​
—
​​
—
​​
—
​​
595,000
​
​
Medical and Dental Insurance Benefits4
​​
—
​​
13,125
​​
—
​​
—
​​
—
​​
—
​
​
Accelerated Vesting of Equity5
​​
—
​​
124,123
​​
185,384
​​
185,384
​​
—
​​
185,384
​
​
Total
​​
—
​​
732,248
​​
185,384
​​
195,384
​​
—
​​
793,509
​
​
​James A. Townsend
​​
Severance
​​
—
​​
792,000
​​
—
​​
—
​​
—
​​
792,000
​
​
Medical and Dental Insurance Benefits4
​​
—
​​
13,125
​​
—
​​
—
​​
—
​​
13,125
​
​
Accelerated Vesting of Equity5
​​
—
​​
153,148
​​
156,078
​​
156,078
​​
—
​​
156,078
​
​
Total
​​
—
​​
958,273
​​
156,078
​​
156,078
​​
—
​​
961,203
​
​
Eric A. Bakken6
​​
Severance
​​
—
​​
680,625
​​
—
​​
—
​​
—
​​
—
​
​
Medical and Dental Insurance Benefits
​​
—
​​
11,176
​​
—
​​
—
​​
—
​​
—
​
​
Retirement Benefits
​​
—
​​
1,401,287
​​
—
​​
—
​​
—
​​
—
​
​
Accelerated Vesting of Equity
​​
—
​​
203,246
​​
—
​​
—
​​
—
​​
—
​
​
Total
​​
—
​​
2,296,334
​​
—
​​
—
​​
—
​​
—
​
​
Hugh E. Sawyer7
​​
Post-Employment Consulting Arrangement and PTO Payment
​​
1,254,808
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Medical and Dental Insurance Benefits
​​
564
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Total
​​
1,255,372
​​
—
​​
—
​​
—
​​
—
​​
—
​
1
Ms. Zupfer, Mr. Sawyer, and Mr. Bakken are, or were, each party to a written employment agreement with the Company, which defines their benefits in connection with the events described above. Mr. Athayde, Mr. Kapadia, Ms. Rusin, and Mr. Townsend are, or were, eligible for severance benefits under the Senior Executive Severance Policy.
2
Severance amounts in the event of involuntary termination not related to Change in Control represent a cash payment equal to one times annual base salary plus a pro-rated portion of any bonus the executive would have earned for the year of termination, based on actual performance.
3
In the event of an Involuntary Termination Related to a Change in Control, all NEOs would receive the same severance as for any involuntary termination. Under Code Section 280G, executives will incur an excise tax on portions of these payments if the parachute value of payments exceeds a specified threshold. The 2016 Long Term Plan does not provide for any excise tax gross-ups on parachute payments.
4
The amount represents the estimated medical and dental insurance premiums for the applicable benefits continuation period following involuntary termination. The continuation period is 12 months for the NEOs. Ms. Zupfer and Mr. Kapadia are not currently enrolled in Company health benefit programs.
5
Amounts represent the intrinsic value of RSUs and PSUs as of June 30, 2021 for which the vesting would be accelerated. The value included for RSUs and PSUs is the product of the number of units for which vesting would be accelerated at $9.36, the closing price of the Company’s common stock on June 30, 2021 on the NYSE. For Ms. Zupfer, the value includes the value of PSUs granted upon promotion to Chief Financial Officer.
6
The amounts for Mr. Bakken reflect actual payments and benefits he received in connection with his termination of employment on December 31, 2020. The severance and benefits continuation payments were made pursuant to the terms of Mr. Bakken’s employment agreement and the accelerated vesting of equity occurred pursuant to the original terms of the equity awards. The retirement benefits are described above under “Pension Benefits in 2021.”
7
The amounts for Mr. Sawyer reflect actual payments and benefits he received in connection with his retirement on October 4, 2020.

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EXECUTIVE COMPENSATION TABLES
CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our median paid employee and the annual total compensation of Mr. Sawyer,Athayde, our President and Chief Executive Officer.
For fiscal 2021, the total compensation for Mr. Athayde was $10,494,979, as reported in the “Total” column of the Summary Compensation Table. Since Mr. Athayde was appointed President and Chief Executive Officer effective October 5, 2020, we annualized his Salary and Non-Equity Incentive Plan Compensation, as disclosed in the Summary Compensation Table. We then added the disclosed values of his Bonus, Stock Awards, Option Awards, and other components of All Other Compensation to arrive at a value of $10,866,152, used for the ratio of annual total compensation for our President and Chief Executive Officer to the annual total compensation for our median employee. We annualized our President and Chief Executive Officer’s total compensation as follows:
​
SCT Components
​​
Actual Values
from SCT
($)
​​
For CEO Pay Ratio:
Annualized Values + One
Time Values
($)
​​
Rationale
​
​
Salary
​​
520,064
​​
700,000
​​
Annualized salary
​
​
Bonus
​​
2,500,000
​​
2,500,000
​​
Not annualized; One-time cash sign-on bonus payment
​
​
Stock Awards
​​
2,500,000
​​
2,500,000
​​
Not annualized; One-time award of 358,680 RSUs
​
​
Option Awards
​​
4,218,453
​​
4,218,453
​​
Not annualized; One-time award of 1,458,680 stock options
​
​
Non-Equity Incentive Plan Compensation
​​
587,344
​​
783,125
​​
Annualized at 89.5% of target AIC
​
​
Change in Pension
​​
—
​​
—
​​
Not participating in defined benefit pension plan
​
​
All Other Compensation
​​
169,118
​​
164,574
​​
Not annualized; Actual amount of the Company’s contributions to the Executive Retirement Savings Plan, relocation expenses, cell phone reimbursement, and life insurance premiums
​
​
Total CEO Pay
​​
10,494,979
​​
10,866,152
​​
​
For fiscal 2021, our last completed fiscal year:
The annual total compensation of our median paid employee was $24,186.60; and
The annualized total compensation of our President and Chief Executive Officer as shown above was $10,866,152.
Based on this information for fiscal 2021, we reasonably estimate that the ratio of the annual total annualized compensation of our President and Chief Executive Officer to the annual total compensation of the median paid employee, a part-time stylist at one of our salons, was 449:1. This pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For fiscal 2019, our last completed fiscal year:

•The annual total compensation of our median employee was $20,626; and

•The annual total compensation of our President and CEO, as reported in the Summary Compensation Table presented elsewhere in this proxy statement, was $8,427,057.

Based on this information for fiscal 2019, we reasonably estimate that the ratio of our President and CEO’s annual total compensation to the annual total compensation of our median employee, a part-time stylist at one of our salons, was 409:1. Our fiscal 2019 pay ratio is substantially greater than our fiscal 2018 pay ratio due to our newly revised fiscal 2019 pay plan under which our senior executives, including Mr. Sawyer, each received a single, large equity grant that will cover a five-year period from fiscal 2019 to fiscal 2023, and additional automatic annual equity grants are not anticipated for the remainder of the period.

We used the following methodology and material assumptions and reasonable estimates to identify our median employee in a manner consistent with SEC rules and guidance:

For our fiscal 20192021 pay ratio analysis, we determined that we could not use the same median paid employee that we identified last year sincein fiscal 2020 due to our ongoing restructuring efforts we have experiencedthat resulted in a significant decrease in our employee population thatand due to dissimilar COVID-19 impacts, all of which we believe would significantly impact our fiscal 20192021 pay ratio disclosure.

We identified

For purposes of identifying our median paid employee, by analyzingwe used our global employee population as of June 30, 2021 (excluding our President and Chief Executive Officer), which consisted of approximately 2,446 total employees, 2,066 of whom were employed in the United States and 380 of whom were employed in foreign jurisdictions. We aggregated annual total cash compensation paid to all members of our global employee population (other than our President and CEO)described above during fiscal 2019 who were employed on June 30, 2019.2021. Total cash compensation incudesincludes wages (for both salaried employees and hourly employees), cash bonuses, and tips, and commissions.if applicable. In making this determination,these determinations, we annualized the total cash compensation of those full-time and part-time permanent employees
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EXECUTIVE COMPENSATION TABLES
who were employed on June 30, 2019,2021 but did not work for us during all fiscal 2021, including those who did not work for a period of fiscal 2019.time due to the employee furloughs in connection with COVID-19. We also converted Canadian employee cash compensation from Canadian Dollars to U.S. Dollars using an exchange rate as of June 30, 2021. No full-time equivalent adjustments were made for part-time employees.

After identifying

Once we identified the median paid employee, we calculateddetermined the median paid employee’s annual total compensation for that individual in accordance with the same methodology used for our named executive officersNamed Executive Officers as set forth on the Summary Compensation Table. With respect to the annual total compensation of our President and CEO,Chief Executive Officer, we used the amount reported in the “Total” column reported in the Summary Compensation Table.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

​

2021 PROXY STATEMENT  |  53

2019 Proxy Statement |51TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

Executive Compensation Tables

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued under all of our stock-based compensation plans in effect as of June 30, 2019.

Plan Category

Number of securities to be issued
upon exercise of
outstanding options,
warrants and rights

Weighted-average exercise
price of outstanding options,
warrants and rights

Number of securities
remaining available
for future issuance under equity
compensation plans

Equity compensation plans approved by security holders1

2,138,966

$15.12

4,791,1122

Equity compensation plans not approved by security holders3

1,022,718

$11.13

230,3034

Total

3,161,684

$13.83

5,021,415

2021.

1Includes shares granted through stock options, SARs, restricted stock awards, RSUs and PSUs under the 2004 Long Term Plan, 2016 Long Term Plan and 2018 Long Term Plan. Information regarding the stock-based compensation plans is included in Notes 1 and 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2019.

2The Company’s 2018 Long Term Plan provides for the issuance of a maximum of 3,818,895 shares of the Company’s common stock through stock options, SARs, restricted stock or RSUs. As of June 30, 2019, there are 3,747,822 shares available for future issuance under the 2018 Long Term Plan and 1,043,300 shares available for issuance under the Company’s Stock Purchase Plan.

3Consists of SARs and RSUs granted to Mr. Sawyer and Mr. Lacko under the NYSE inducement grant exception to its rules for shareholder approval of equity plans in connection with the commencement of his employment, the terms of which are described under “Compensatory Arrangements with Mr. Sawyer” and “Compensatory Arrangements with Mr. Lacko” in the CD&A.

4The Company’s SPMP provides for the issuance of a maximum of 250,000 shares of the Company’s common stock upon purchase of shares at fair market value by eligible participants. As of June 30, 2019, there are 230,303 shares available for issuance under the SPMP. The SPMP is described above under “SPMP and Matching RSU Grants in Fiscal 2019 (Early Participation Program)” in the Compensation Discussion and Analysis.

​
Plan Category
​​
Number of securities to be issued
upon exercise of
outstanding options,
warrants and rights
​​
Weighted-average exercise
price of outstanding options,
warrants and rights
​​
Number of securities
remaining available
for future issuance under equity
compensation plans
​
​
Equity compensation plans approved by security holders1
​​
2,122,407
​​
$9.73
​​
4,240,7332
​
​
Equity compensation plans not approved by security holders3
​​
1,717,360
​​
$9.31
​​
201,3324
​
​
Total
​​
3,839,767
​​
$9.55
​​
4,442,065
​
1
Includes shares granted through stock options, SARs, restricted stock awards, RSUs, and PSUs under the 2004 Long Term Plan, 2016 Long Term Plan, and 2018 Long Term Plan. Information regarding the stock-based compensation plans is included in Notes 1 and 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2021.
2
The Company’s 2018 Long Term Plan provides for the issuance of a maximum of 3,818,895 shares of the Company’s common stock through stock options, SARs, restricted stock, or RSUs. As of June 30, 2021, there are 3,341,011 shares available for future issuance under the 2018 Long Term Plan and 899,722 shares available for issuance under the Company’s Stock Purchase Plan.
3
Consists of RSUs, stock options, and SARs granted to Mr. Athayde and Mr. Sawyer under the NYSE inducement grant exception to its rules for shareholder approval of equity plans in connection with the commencement of their employment with the Company, the terms of which are described under “Compensatory Arrangements with Mr. Athayde” and “Compensatory Arrangements with Mr. Sawyer” in the CD&A section of this Proxy Statement.
4
The Company’s SPMP provides for the issuance of a maximum of 250,000 shares of the Company’s common stock upon purchase of shares at fair market value by eligible participants. As of June 30, 2021, there are 201,332 shares available for issuance under the SPMP. The SPMP is described above under “SPMP and Matching RSU Grants in Fiscal 2021” in the CD&A section of this Proxy Statement.

​

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2021 PROXY STATEMENT  |

  55

RATIFICATION OF
APPOINTMENT
OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM

Upon the recommendation of the Audit
Committee of the Board, the Board unanimously
recommends a vote FOR ratification of the
appointment of PricewaterhouseCoopers LLP.

Item 3

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2019 Proxy Statement|53

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The

On December 7, 2020, the Audit Committee has selecteddismissed PricewaterhouseCoopers LLP, certified public accountants andwhich had been serving as the independent registered public accounting firm, and approved the engagement of Grant Thornton LLP, to serve as our independent registered public accounting firm for the remainder of the fiscal year endingended June 30, 2021. A benchmarking exercise based on the Company’s zero-based budgeting initiative helped drive the decision to initiate a competitive audit proposal process, which included proposals from multiple firms, including PricewaterhouseCoopers LLP, as the incumbent, and was centered around the Company's future state as a fully franchised organization. Grant Thornton LLP was subsequently engaged on December 10, 2020. Although not required, the Board wishes to submit the selection of PricewaterhouseCoopersGrant Thornton LLP for shareholders’ ratification at the Annual Meeting. If the shareholders do not so ratify, the Audit Committee will reconsider its selection.

Representatives of PricewaterhouseCoopersGrant Thornton LLP are expected to be present atparticipate in the Annual Meeting, will have the opportunity to make a statement if they desire, and are expected to be available to respond to appropriate questions.

Upon the recommendation of the Audit Committee of the Board, the Board unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopersGrant Thornton LLP.

Audit Fees

Aggregate audit fees billed for professional services rendered by PricewaterhouseCoopersGrant Thornton LLP were $2,323,000$701,500 for the year ended June 30, 2019, and $2,290,000 for the year ended June 30, 2018.2021. Such fees were primarily for professional services rendered for the auditsaudit of our consolidated financial statements as of and for the yearsyear ended June 30, 2019 and 2018, limited2021, reviews of our unaudited condensed consolidated interim financial statements, and accounting consultations required to perform an audit in accordance with generally accepted auditing standards.

standards, and consent and comfort letters for the At-The-Market offering.

Audit-Related Fees

There were no audit-related services rendered by PricewaterhouseCoopersGrant Thornton LLP in the yearsyear ended June 30, 2019 or 2018.

2021.

Tax Fees

Aggregate non-audit related tax fees billed for professionaltax services rendered by PricewaterhouseCoopersGrant Thornton LLP were $30,379 for the year ended June 30, 2019 and June 30, 2018 were $517,000 and $802,000, respectively.2021. The tax fees for the years ended June 30, 2019 and 2018 were primarily for strategic tax planning, and divestiture services, tax reform, tax compliance, general tax consulting and assistance with income tax audits.

All Other Fees

In addition to

There were no other services rendered by Grant Thornton LLP in the fees described above, aggregate fees of $1,800 were billed by PricewaterhouseCoopers LLP during each of the yearsyear ended June 30, 2019 and 2018, for fees related to a research tool that we access through PricewaterhouseCoopers LLP.

2021.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has approved the engagement of PricewaterhouseCoopersGrant Thornton LLP to perform auditing services for the current fiscal year ending June 30, 2020.2022. In accordance with Company policy, any additional audit or non-audit services must be approved in advance. All of the professional services provided by PricewaterhouseCoopersGrant Thornton LLP during the yearsyear ended June 30, 2019 and June 30, 20182021 were approved or pre-approved in accordance with the policies of our Audit Committee.

​

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CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Previous Independent Registered Public Accounting Firm
As disclosed above, on December 7, 2020, the Audit Committee dismissed PricewaterhouseCoopers LLP, which had been serving as the independent registered public accounting firm. The reports of PricewaterhouseCoopers LLP on the consolidated financial statements as of and for the past two years ended June 30, 2020 and June 30, 2019 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended June 30, 2020 and June 30, 2019 and the subsequent interim period through December 7, 2020, there were no disagreements between us and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make reference thereto in their reports on the financial statements for such years.
During the years ended June 30, 2020 and June 30, 2019 and the subsequent interim period through December 7, 2020, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness in internal control over financial reporting as we did not maintain effective controls over the derecognition calculation of the Company-owned stores goodwill reporting unit. This material weakness existed until the end of the quarter ended March 31, 2020 when the remaining goodwill associated with the Company-owned reporting unit was fully impaired and, as a result, the material weakness had been remediated.
New Independent Registered Public Accounting Firm
Also as disclosed above, on December 7, 2020, the Audit Committee approved the engagement of Grant Thornton LLP, to audit our financial statements for the year ending June 30, 2021. During the two most recent years ended June 30, 2020 and June 30, 2019 and the subsequent interim period through December 7, 2020, we did not consult with Grant Thornton LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided that Grant Thornton LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
2021 PROXY STATEMENT  |  57

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AUDIT COMMITTEE REPORT

The Audit Committee reports to and assists the Board in providing oversight of the financial management, independent auditors, and financial reporting procedures of the Company. Each member of the Audit Committee is “independent” within the meaning of applicable NYSE listing standards. The Audit Committee has adopted a written charter describing its functions, which has been approved by the Board.

Our management is responsible for preparing our financial statements and the overall reporting process, including our system of internal controls. Our independent auditors, PricewaterhouseCoopersGrant Thornton LLP, are responsible for auditing the financial statements and our system of internal controls over financial reporting and expressing opinions thereon.

In this context, the Audit Committee has met and held discussions with management and the independent auditors. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB)(“PCAOB”) and the SEC.

In addition, the Audit Committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.

The Audit Committee discussed with our independent auditors the overall scope and plans for their audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of our internal controls and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended June 30, 20192021 for filing with the SEC. The Audit Committee also has recommended to the Board the selection of PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2020.

2022.

David J. Grissen
Michael J. Merriman, Chair
Virginia Gambale
David J. Grissen
M. Ann Rhoades
David P. Williams
Members of the Audit Committee

​

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2019 Proxy Statement|55

TABLE OF CONTENTSCertain Relationships and
Related Transactions

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2019,2021, we were not a party to any related party transactions covered by the Exchange Act rules.

Our Related Party Transaction Approval Policy sets forth our policies and procedures for the review and approval or ratification of certain related party transactions by the Nominating and Corporate Governance Committee. The policy applies to any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships in which the Company, or any of its subsidiaries, is or will be a participant and in which a related person has a direct or indirect interest, but exempts the following:

•

Payment of compensation by the Company to a related party for the related party’s service to the Company as a director, officer or employee;

•

Transactions available to all employees or all shareholders of the Company on the same terms;

•

Transactions that, when aggregated with the amount of all other transactions between the Company and the related party or any entity in which the related party has an interest, involve less than $10,000 in a fiscal year; and

•

Transactions in the ordinary course of the Company’s business at the same prices and on the same terms as are made available to customers of the Company generally.

The Nominating and Corporate Governance Committee must approve any related party transaction subject to this policy before commencement of the related party transaction; provided, however, that if a related party is only first identified after it commences or first becomes a related party transaction, it must be brought to the Nominating and Corporate Governance Committee for ratification.approval or a determination that the transaction should be terminated. Alternatively, the Nominating and Corporate Governance Committee has delegated authority to its Chair to approve related party transactions if they arise between the Nominating and Corporate Governance Committee’s meetings.

The Nominating and Corporate Governance Committee will analyze the following factors, in addition to any other factors it deems appropriate, in determining whether to approve a related party transaction:

•

Whether the terms are fair to the Company;

•Whether the transaction is material to the Company;

•The role the related party has played in arranging the related party transaction;

•The structure of the related party transaction; and

•The interests of all related parties in the related party transaction.

Whether the transaction is material to the Company;
The role the related party has played in arranging the related party transaction;
The structure of the related party transaction; and
The interests of all related parties in the related party transaction.
The Nominating and Corporate Governance Committee may, in its sole discretion, approve or deny any related party transaction. A transaction will be approved only if it the Nominating and Corporate Governance Committee determines that it is not inconsistent with the interests of the Company and our shareholders. Approval of a related party transaction may be conditioned upon the Company and the related party taking any actions that the Nominating and Corporate Governance Committee deems appropriate. The Nominating and Corporate Governance Committee reviews this policy on an annual basis.

​

2021 PROXY STATEMENT56  |  |

59

TABLE OF CONTENTSSecurity Ownership of
Certain Beneficial Owners
and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 26, 2019,September 1, 2021, the ownership of our common stock by each shareholder who is known by us to own beneficially more than 5% of our outstanding shares, by each director and director nominee, by each named executive officer identified in the Summary Compensation Table, and by all current executive officers and directors as a group. Except as indicated below, the parties listed in the table have the sole voting and investment power with respect to the shares indicated. Unless otherwise indicated, the address for each person or entity named below is c/o Regis Corporation, 7201 Metro3701 Wayzata Boulevard, Edina,Suite 500, Minneapolis, Minnesota 55439.55416. Our Company had 36,059,87935,878,537 shares of common stock issued and outstanding as of August 26, 2019.September 1, 2021.
​
Name of Beneficial Owner or Identity of Group
​​
Number of Shares Beneficially
Owned1 (#)
​​
Percent of Class (%)
​
​
More than 5% Shareholders
​​
Cramer Rosenthal McGlynn, LLC2
​​
6,121,953
​​
17.1
​
​
Torch BRC, LP3
​​
3,962,648
​​
11.0
​
​
BlackRock, Inc.4
​​
3,730,346
​​
10.4
​
​
Massachusetts Financial Services Company5
​​
2,403,167
​​
6.7
​
​
AllianceBernstein L.P.6
​​
2,332,088
​​
6.5
​
​
Named Executive Officers
​​
Felipe A. Athayde
​​
358,680
​​
1.0
​
​
Kersten D. Zupfer
​​
38,070
​​
*
​
​
Chad Kapadia
​​
19,902
​​
*
​
​
Amanda P. Rusin
​​
33,452
​​
*
​
​
James A. Townsend
​​
14,060
​​
*
​
​
Hugh E. Sawyer7
​​
1,001,000
​​
*
​
​
Eric A. Bakken8
​​
116,337
​​
*
​
​
Directors and
Nominees
(in addition to
Mr. Athayde, who is
listed above):
​​
Lockie Andrews
​​
0
​​
*
​
​
Daniel G. Beltzman9
​​
1,676,476
​​
​4.7
​
​
Virginia Gambale
​​
32,770
​​
*
​
​
David J. Grissen
​​
60,792
​​
*
​
​
Mark S. Light
​​
60,792
​​
*
​
​
Michael Mansbach
​​
3,912
​​
*
​
​
Michael J. Merriman
​​
81,186
​​
*
​
​
M. Ann Rhoades
​​
49,296
​​
*
​
​
All current executive officers, directors, and director nominees as a group (15 persons)10
​​
2,416,078
​​
6.5
​
*
less than 1%
1
Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire them pursuant to restricted stock units that vest within 60 days or have vested but have not yet been distributed: 17,535 shares for Mr. Beltzman, 32,770 shares for Ms. Gambale, 60,792 shares for Messrs. Grissen and Light, 3,912 shares for Mr. Mansbach, 71,186 shares for Mr. Merriman, and 49,296 shares for Ms. Rhoades. Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire them pursuant to options and SARs exercisable within 60 days: 1,000,000 shares by Mr. Sawyer.
2
Based on information in a Schedule 13G/A filed by Cramer Rosenthal McGlynn, LLC (“Cramer Rosenthal”) on February 16, 2021, Cramer Rosenthal reported sole voting power over 5,942,722 shares, shared voting power over 0 shares, sole dispositive power over 6,121,953 shares and shared dispositive power over 0 shares. The address for Cramer Rosenthal is 28 Havemeyer Place, Greenwich, CT 06830.
3
Based on information in a Schedule 13D/A filed by Torch BRC, LP (“Torch”) on August 31, 2021, Torch reported that Springhill Investments LLC (“Springhill”) serves as the general partner of Torch, the James Grosfeld Trust under Agreement dated December 16, 1988, as amended (the “Grosfeld Trust”) serves as the sole member of Springhill and James Grosfeld serves as the Trustee of the Grosfeld Trust. On the Schedule 13D/A, Torch reported that it had voting power of 0 shares, shared voting power over 3,962,648 shares, sole dispositive power over 0 shares and shared dispositive power over 3,962,648 shares. As the general partner of Torch, Springhill may
60  |  
​​

TABLE OF CONTENTS

Name of Beneficial Owner or Identity of Group

Number of Shares Beneficially Owned1 (#)

Percent of Class (%)

More than 5%
Shareholders

Birch Run Capital Advisors, LP2

10,655,170

29.6

BlackRock, Inc.3

5,016,320

13.9

Dimensional Fund Advisors LP4

3,834,171

10.6

The Vanguard Group5

3,363,675

9.3

Cramer Rosenthal McGlynn, LLC6

2,520,391

7.0

Named Executive
Officers

Hugh E. Sawyer7

1,100,186

3.0

Andrew H. Lacko

17,798

*

Eric A. Bakken8

191,974

*

Chad Kapadia

135,712

*

Jim B. Lain

5,877

*

Directors and
Nominees
(in addition to
Mr. Sawyer, who is listed above):

Daniel G. Beltzman2

10,672,250

29.6

Virginia Gambale

9,372

*

David J. Grissen

37,399

*

Mark S. Light

37,399

*

Michael J. Merriman

57,793

*

M. Ann Rhoades

25,903

*

David P. Williams9

107,028

*

All current executive officers and directors
as a group (sixteen persons)10

12,415,281

33.0

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

*less than 1%

1Includes

be deemed to exercise voting and investment power over the following shares not currently outstanding but deemed beneficially owned because of Common Stock directly held by Torch. As the right to acquire them pursuant to restricted stock units that vest within 60 days or have vested but have not yet been distributed: 89,686 shares for Mr. Sawyer, 4,015 shares for Mr. Lacko, 9,261 shares for Mr. Bakken, 8,257 shares for Mr. Lain, 17,535 shares for Mr. Beltzman, 9,372 shares for Ms. Gambale, 37,399 shares for Messrs. Grissen and Light, 47,793 shares for Mr. Merriman, 25,903 shares for Ms. Rhoades, and shares for Mr. Williams. Includes the following shares not currently outstanding but deemed beneficially owned becausesole member of the right to acquire them pursuant to options and SARs exercisable within 60 days: 1,000,000 shares by Mr. Sawyer, 95,480 shares by Mr. Bakken, and 65,158 shares by Mr. Lain.

2Based on information in a Schedule 13D/A filed by Birch Run Capital Advisors, LP (“Birch Run”) on August 22, 2014 and Form 4s filed by Mr. Beltzman on September 2, 2014 and March 17 and 18, 2015 reporting purchases by the Funds (as defined below), these securities are owned directly by Birch Run Capital Partners, L.P., Torch BRC, L.P. and Walnut BRC, L.P. (collectively, the “Funds”). Birch Run Capital Partners, L.P. is the record owner of 1,658,941 shares. Torch BRC, L.P. is the record owner of 3,962,648 shares. Walnut BRC, L.P. is the record owner of 5,033,581 shares. Birch Run Capital GP, LLC serves as the General Partner to Birch Run Capital Partners, L.P.; Walnut BRC GP, LLC serves as the General Partner to Walnut BRC, L.P.; and Torch BRC GP, LLC serves as the General Partner to Torch BRC, L.P. (collectively, “the General Partners”). Mr. Beltzman and Gregory Smith are the co-Managers of the General Partners. Furthermore, Birch Run Capital Advisors, LP (“the Advisor”) serves as the registered investment adviser to the Funds. BRC Advisors GP, LLC (“Advisor GP”) serves as General Partner to the Advisor. Mr. Beltzman and Mr. Smith are the Limited Partners of the Adviser and the Co-managers of the Adviser GP. The Adviser, the Adviser GP, Mr. Beltzman and Mr. SmithSpringhill, Grosfeld Trust may be deemed to shareexercise voting and dispositiveinvestment power over the reported securities. Eachshares of Common Stock directly held by Torch. As the Adviser, the Adviser GP, Mr. Beltzman,Trustee of Grosfeld Trust, James Grosfeld may be deemed to exercise voting and Mr. Smith disclaim beneficial ownership of any interests of the reported securities in excess of such person’s or entity’s respective pecuniary interest in the securities. On its Schedule 13D/A, Birch Run reported sole votinginvestment power over 0the shares shared voting power over 8,504,788 shares, sole dispositive power over 0 shares and shared dispositive power over 9,996,589 shares. Based on the Form 4s referenced above, the shared voting power number has likely increased, and the shared dispositive power number has likely increased to 10,655,170.of Common Stock directly held by Torch. The address for Birch Run is 1350 Broadway, Suite 2215, New York, NY 10018.

​

2019 Proxy Statement |57

Security Ownership of Certain Beneficial Owners and Management


3Based on information in a Schedule 13G/A filed by BlackRock, Inc. on January 31, 2019, BlackRock, Inc. reported sole voting power over 4,904,659 shares, shared voting power over 0 shares, sole dispositive power over 5,016,320 shares and shared dispositive power over 0 shares. BlackRock, Inc. is a parent holding company and holds the sole power to dispose or to direct the disposition of shares held by its subsidiaries BlackRock Institutional Trust Company, National Association, BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Advisors, LLC, BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock (Netherlands) B.V., BlackRock Financial Management, Inc. and BlackRock Japan Co., Ltd. (collectively, the “BlackRock Subsidiaries”). Except for BlackRock Fund Advisors, noneeach of the BlackRock Subsidiaries own more than 5% of our outstanding shares of common stock. The address for BlackRock, Inc.reporting persons is 55 East 52nd Street, New York, NY 10055.

4Based on information in a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) on February 8, 2019, Dimensional reported sole voting power over 3,690,600 shares, shared voting power over 0 shares, sole dispositive power over 3,834,171 shares and shared dispositive power over 0 shares. The address for Dimensional is Building One 6300 Bee Cave Road, Austin, TX 78746.

5Based on information in a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 11, 2019, Vanguard reported sole voting power over 35,591 shares, shared voting power over 8,600 shares, sole dispositive power over 3,324,384 shares and shared dispositive power over 39,291 shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

6Based on information in a Schedule 13G/A filed by Cramer Rosenthal McGlynn, LLC (“Cramer Rosenthal”) on February 13, 2019, Cramer Rosenthal reported sole voting power over 2,479,679 shares, shared voting power over 0 shares, sole dispositive power over 2,520,391 shares and shared dispositive power over 0 shares. The address for Cramer Rosenthal is 520 Madison Ave., New York, NY 10022.

7Shares are held in a joint brokerage account with his spouse.

8Includes 400 shares held indirectly through a profit-sharing account.

9Includes 2,000 shares held in a joint brokerage account with his father.

10See footnotes 1, 2, 7, 8 and 9 for information regarding the nature of certain indirect and deemed ownership of the shares included in this amount.

Towne Square, Suite 1600, Southfield, MI 48076.
4
Based on information in a Schedule 13G/A filed by BlackRock, Inc. on January 27, 2021, BlackRock, Inc. reported sole voting power over 3,706,624 shares, shared voting power over 0 shares, sole dispositive power over 3,730,346 shares and shared dispositive power over 0 shares. BlackRock, Inc. is a parent holding company and holds the sole power to dispose or to direct the disposition of shares held by its subsidiaries BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., and BlackRock Investment Management, LLC (collectively, the “BlackRock Subsidiaries”). Except for BlackRock Fund Advisors, none of the BlackRock Subsidiaries own more than 5% of our outstanding shares of common stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
5
Based on information in Schedule 13G/A filed by Massachusetts Financial Services Company (“MFS”) on February 11, 2021, MFS reported sole voting power over 2,403,167 shares, shared voting power over 0 shares, sole dispositive power over 2,403,167 shares and shared dispositive power over 0 shares. The address for MFS is 111 Huntington Avenue, Boston, MA 02199.
6
Based on information on a Schedule 13G/A filed by AllianceBernstein L.P. (“AllianceBernstein”) on February 15, 2021, AllianceBernstein reported sole voting power over 1,943,868 shares, shared voting power over 0 shares, sole dispositive power over 2,332,988 shares and shared dispositive power over 0 shares. The address for AllianceBernstein is 1345 Avenue of the Americas, New York, NY 10105.
7
Includes 1,000 shares held in a joint brokerage account with his spouse.
8
Includes 400 shares held indirectly through a profit-sharing account.
9
Based on information in a Schedule 13D/A filed by Birch Run Capital Advisors, LP (“BRC”) on August 27, 2021, Birch Run Capital GP, LLC serves as the General Partner (the “General Partner”) to Birch Run Capital Partners, L.P. (the “partnership”), which is the record owner of 1,658,941 shares. Mr. Beltzman and Gregory Smith are the co-Managers of the General Partner. Furthermore, BRC serves as the registered investment adviser to the partnership. BRC Advisors GP, LLC (“Advisor GP”) serves as General Partner to BRC. Mr. Beltzman and Mr. Smith are the Limited Partners of BRC and the Co-managers of the Adviser GP. BRC, the Adviser GP, Mr. Beltzman and Mr. Smith may be deemed to share voting and dispositive power over the reported securities. Each of BRC, the Adviser GP, Birch Run Capital Partners, LP , Mr. Beltzman, and Mr. Smith disclaim beneficial ownership of any interests of the reported securities in excess of such person’s or entity’s respective pecuniary interest in the securities. On its Schedule 13D/A, BRC reported sole voting power over 0 shares, shared voting power over 1,658,941 shares, sole dispositive power over 0 shares and shared dispositive power over 1,658,941 shares.
10
See footnotes 1, 7, 8, and 9 for information regarding the nature of certain indirect and deemed ownership of the shares included in this amount.

​

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61

TABLE OF CONTENTS

USER’S GUIDE

Annual Meeting of Shareholders, October 22, 2019

26, 2021

This Proxy Statement is furnished to shareholders of the Company in connection with the solicitation on behalf of our Board of proxies for use at the Annual Meeting, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

The address of our principal executive office is 7201 Metro3701 Wayzata Boulevard, Edina,Suite 500, Minneapolis, Minnesota 55439.

55416.

Availability of Proxy Materials

As permitted by rules adopted by the SEC, we are making our proxy materials, which include our Notice and Proxy Statement and Annual Report on Form 10-K, available to our shareholders over the Internet. We believe that this e-proxy process expedites our shareholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of the Annual Meeting. In accordance with such SEC rules, we will send shareholders of record as of the close of business on August 26, 201930, 2021 a Notice of Internet Availability of Proxy Materials (the “Notice”), which mailing will commence on or about September 5, 2019.16, 2021. The Notice contains instructions on how shareholders can access our proxy materials and vote their shares over the Internet. If you would like to receive a printed copy of our proxy materials from us instead of downloading them from the Internet, please follow the instructions for requesting such materials included in the Notice.

Participating in the Annual Meeting
The Annual Meeting will be held at 9:00 a.m. Central Time on October 26, 2021. The Annual Meeting will be conducted completely as a virtual meeting via the Internet. Shareholders may access the meeting and submit questions electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/RGS2021. You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on August 30, 2021, the record date, or hold a valid proxy for the meeting. Shareholders will need the 16-digit control number included in the Notice, on the proxy card, or in the instructions that accompanied the proxy materials to access the Annual Meeting. Shareholders may log in to the virtual meeting platform beginning at 8:45 a.m. Central Time on October 26, 2021. Shareholders of record and beneficial owners as of the record date may vote their shares electronically live during the Annual Meeting.
Shareholders may submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/RGS2021 or in advance of the meeting at www.proxyvote.com after logging in with your control number.
If you experience technical difficulties during the meeting or have trouble accessing the Annual Meeting, please call the technical support number that will be posted on the virtual shareholder meeting log in page.
Solicitation and Revocation of Proxies

In addition to the use of the mail, proxies may be solicited personally or by mail, telephone, fax, email, Internet, or other electronic means by our directors, officers, and regular employees who will not be additionally compensated for any such services. Proxies may also be solicited by means of press releases and other public statements.

We will pay all solicitation expenses in connection with the Notice, this proxy statementProxy Statement and any related proxy soliciting material of the Board, including the expense of preparing, printing, assembling, and mailing such material.

Proxies to vote at the Annual Meeting are solicited on behalf of the Board. Any shareholder giving a proxy may revoke it at any time before it is exercised by attendingparticipating in the Annual Meeting and revoking it or by providing written notice of revocation or by submitting another proxy bearing a later date to our Corporate Secretary at the address set forth above.above prior to the Annual Meeting. Such proxies, if received in time for voting and not revoked, will be voted at the Annual Meeting in accordance with the specifications indicated thereon.
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TABLE OF CONTENTS

User’s Guide
Voting at the Annual Meeting
If you are a shareholder of record as of the record date, you can vote your shares in any of the following ways:
By Internet: You can vote via the Internet by following the instructions on the Notice or by accessing, before the meeting, www.proxyvote.com or, during the meeting, www.virtualshareholdermeeting.com/RGS2021 and following the instructions contained on that website;
By Telephone: In the United States and Canada, you can vote by telephone by following the instruction in the Notice or by calling 1-800-690-6903 and following the instructions; or
By Proxy: You can vote by mail by requesting a full packet of proxy materials be sent to your home address. Upon receipt of the materials, you may fill out the enclosed proxy card and return it per the instructions on the card.
Unless you vote live at the Annual Meeting, we must receive your vote by 11:59 p.m. Central Time on October 25, 2021, the day before the Annual Meeting, for your vote by proxy to be counted.
If You Hold Your Shares in “Street Name”

If you hold your shares in “street name,” i.e., through a bank, broker, or other holder of record (a “custodian”), your custodian is required to vote your shares on your behalf in accordance with your instructions. If you do not give instructions to your custodian, your custodian will not be permitted to vote your shares with respect to “non-discretionary” items, such as the election of directors and the Say-on-Pay proposal. Accordingly, we urge you to promptly give instructions to your custodian to vote on these matters by following the instructions provided to you by your custodian. Please note that if you intend to vote your street name shares by participating in person at the Annual Meeting, you must provide a “legal proxy” from your custodian at the Annual Meeting.

��

2019 Proxy Statement |59

USER’S GUIDE


Definitions and Glossary

Director Independence

With the adoption of our Corporate Governance Guidelines, the Board established independence standards in accordance with the requirements of the NYSE corporate governance rules. To be considered independent under the NYSE rules, the Board must affirmatively determine that a director or director nominee does not have a material relationship with us (directly, or as a partner, shareholder, or officer of an organization that has a relationship with us). In addition, no director or director nominee may be deemed independent if the director or director nominee has in the past three years:

•

Received (or whose immediate family member has received) more than $120,000 per year in direct compensation from us, other than director or committee fees;

•

Been an employee of ours;

•

Had an immediate family member who was an executive officer of ours;

•

Been (or whose immediate family member has been) an affiliate or employee of a present or former internal or independent auditor of ours;

•

Been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee within the past three years has included a present executive officer of ours; or

•

Is currently an employee or executive officer (or has an immediate family member who is an executive officer) of another company that makes payments to us, or receives payments from us, for property or services in an amount that, in any single fiscal year, exceeds the greater of $1.0 million or 2% of such other company’s consolidated gross revenues.


2021 PROXY STATEMENT  |  63

TABLE OF CONTENTS

User’s Guide
Voting Rights and Requirements

Only shareholders of record as of the close of business on August 26, 201930, 2021 will be entitled to sign proxies or to vote. On that date, there were 36,059,87935,806,264 shares issued, outstanding and entitled to vote. Each share of common stock is entitled to one vote. A majority of the outstanding shares present in person or by proxy at the Annual Meeting is required to transact business and constitutes a quorum for voting on items at the Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted as being present at the Annual Meeting in determining the quorum, but neither will be counted as a vote in favor of a matter. A “broker non-vote” is a proxy submitted by a bank, broker or other custodian that does not indicate a vote for some of the proposals because the broker does not have or does not exercise discretionary voting authority on certain types of proposals and has not received instructions from its client as to how to vote on those proposals.

​

USER’S GUIDE


60 |

Vote Required

The table below summarizes the proposals that will be voted on, the vote required to approve each item, voting options, how votes are counted and how the Board recommends you vote:

​
Proposal
​​
Vote Required
​​
Voting
Options
​​
Board
Recommendation1
​​
Broker
Discretionary
Voting Allowed2
​​
Impact of
Abstention
​

Proposal

​

Vote Required

Voting
Options

Board
Recommendation1

Broker
Discretionary
Voting Allowed2

Impact of
Abstention

Item 1


Election of the eight director nominees listed in this Proxy Statement

​

​
Majority of votes cast “FOR” must exceed “AGAINST” votes3

“FOR”

“AGAINST”

“ABSTAIN”

“FOR”

No

​

​

“FOR” “AGAINST” “ABSTAIN”
​​
“FOR”

​​
No
​​
None

​

​

Item 2


Advisory “Say-on-Pay” vote

​

​
Majority of votes cast “FOR” must exceed “AGAINST” votes4

“FOR”

“AGAINST”

“ABSTAIN”

“FOR”

No

​

​

“FOR” “AGAINST” “ABSTAIN”
​​
“FOR”

​​
No
​​
None

​

​

Item 3


Ratification of the appointment of PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for 2020

fiscal 2022

​

​
Majority of votes present in person or by proxy and entitled to vote on this item of business or, if greater, the vote required is a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting

“FOR”

“AGAINST”

“ABSTAIN”

“FOR”

Yes

​

​

“FOR” “AGAINST” “ABSTAIN”
​​
“FOR”

​​
Yes
​​
“AGAINST”

​
1
If you are a registered holder and you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in accordance with the Board’s recommendation.
2
A broker non-vote will not count as a vote for or against a director or the Say-on-Pay vote. For Item 3, a broker non-vote will have no effect unless a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting is required in order to approve the item, then a broker non-vote will have the same effect as a vote “AGAINST.”
3
In an uncontested election of directors at which a quorum is present, if any nominee for director receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, our Corporate Governance Guidelines require that such person must promptly tender his or her resignation to the Board following certification of the shareholder vote. Our Corporate Governance Guidelines further provide that the Nominating and Corporate Governance Committee will then consider the tendered resignation and make a recommendation to the Board as to whether to accept or reject the tendered resignation. The Board will act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the election. The nominee who tendered his or her resignation will not participate in the Board decisions. Cumulative voting in the election of directors is not permitted.
4
The advisory Say-on-Pay vote is not binding on us; however, we will consider the shareholders to have approved the compensation of our named executive officers if the number of shares voted “FOR” the proposal exceeds the number of shares voted “AGAINST” the proposal.

1If you are a registered holder and you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in accordance with the Board’s recommendation.

2A broker non-vote will not count as a vote for or against a director or the Say-on-Pay vote. For Item 3, a broker non-vote will have no effect unless a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting is required in order to approve the item, then a broker non-vote will have the same effect as a vote “AGAINST.”

3In an uncontested election of directors at which a quorum is present, if any nominee for director receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, our Corporate Governance Guidelines require that such person must promptly tender his or her resignation to the Board following certification of the shareholder vote. Our Corporate Governance Guidelines further provide that the Nominating and Corporate Governance Committee will then consider the tendered resignation and make a recommendation to the Board as to whether to accept or reject the tendered resignation. The Board will act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the election. The nominee who tendered his or her resignation will not participate in the Board decisions. Cumulative voting in the election of directors is not permitted.

4The advisory Say-on-Pay vote is not binding on us; however, we will consider the shareholders to have approved the compensation of our named executive officers if the number of shares voted “FOR” the proposal exceeds the number of shares voted “AGAINST” the proposal.

Communications with the Board

Shareholders and other interested parties who wish to contact the Board, any individual director or the independent directors as a group, are welcome to do so by writing to our Corporate Secretary at the following address: Regis Corporation, 7201 Metro3701 Wayzata Boulevard, Edina,Suite 500, Minneapolis, Minnesota 55439.

55416.

Comments or questions regarding our accounting, internal controls or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee.

​

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2019 Proxy Statement |61TABLE OF CONTENTS

User’s Guide

USER’S GUIDE


Proposals of Shareholders

Shareholders who intend to present proposals at the 20202022 annual meeting of shareholders, and who wish to have such proposals included in our proxy statement for the 20202022 annual meeting, must be certain that such proposals are received by us not later than May 8, 2020.16, 2022. Such proposals must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement for our 20202022 annual meeting.

For shareholders who intend to present proposals or director nominees directly at the 20202022 annual meeting and not for inclusion in our 20202022 proxy statement, we must receive notice of such proposal not later than July 24, 202028, 2022 and not earlier than June 24, 2020,28, 2022, provided that in the event that the date of the 20202022 annual meeting is more than 30 days before or more than 70 days after the anniversary date of the Annual Meeting, notice by the shareholder must be delivered not earlier than the close of business on the 120th day prior to the 20202022 annual meeting and not later than the close of business on the later of the 90th day prior to the 20202022 annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by us. Such proposals must meet the requirements set forth in our bylaws in order to be presented at our 20202022 annual meeting.

Proposals and notices of intention to present proposals at our 20202022 annual meeting should be addressed to our Corporate Secretary, Regis Corporation, 7201 Metro3701 Wayzata Boulevard, Edina,Suite 500, Minneapolis, Minnesota 55439.

55416.

Annual Report to Shareholders and Form 10-K

Our Annual Report to Shareholders and Form 10-K, including financial statements for the year ended June 30, 2019,2021, is available on our website at www.regiscorp.com. If requested, we will provide shareholders with copies of any exhibits to the Form 10-K upon the payment of a fee covering our reasonable expenses in furnishing the exhibits. Such requests should be directed to our Corporate Secretary, at our address stated herein.

Notice of Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on October 22, 2019.26, 2021.

The Notice and Proxy Statement and Annual Report on Form 10-K are available in the Investor Relations section of our website at www.regiscorp.com.

General

The Board knows of no other matter to be acted upon at the Annual Meeting. However, if any other matter is properly brought before the Annual Meeting, the shares covered by your proxy will be voted thereon in accordance with the best judgment of the persons acting under such proxy.

Your vote is very important no matter how many shares you own.

You are urged to read this proxy statementProxy Statement carefully and, whether or not you plan to attend the Annual Meeting, to promptly submit a proxy by telephone or through the Internet in accordance with the voting instructions provided to you.

By Order of the Board
Amanda P. Rusin
Corporate Secretary


September 5, 2019

13, 2021

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www.regiscorp.com/investor

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REGIS CORPORATION
7201 METRO BOULEVARD
MINNEAPOLIS, MN 55439

There are three ways to vote your Proxy:

Your telephone or Internet vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on October 21, 2019 for shares held directly. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on October 21, 2019 for shares held directly. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Regis Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

ELECTRONIC DELIVERY OF FUTURE

2021 PROXY MATERIALSSTATEMENT  |  

Help us make a difference by eliminating paper mailings to your home or business. You can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. You can, of course, change your preference and choose to receive paper copies of these materials at any time.

65

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E83288-P27940KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
TABLE OF CONTENTS

REGIS CORPORATION

The Board of Directors recommends you vote FOR each of the following director nominees:
1.Election of Directors
Nominees:ForAgainstAbstain
1a.Daniel G. Beltzman☐☐☐
1b.Virginia Gambale☐☐☐
1c.David J. Grissen☐☐☐
1d.Mark S. Light☐☐☐
1e.Michael J. Merriman☐☐☐
1f.M. Ann Rhoades☐☐☐
1g.Hugh E. Sawyer III☐☐☐
1h.David P. Williams☐☐☐


 
The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain
2.Approval of an advisory vote on the compensation of the Company’s named executive officers (a “Say-on-Pay Vote”).☐☐☐
The Board of Directors recommends you vote FOR the following proposal:
3.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.☐☐☐

NOTE: The proxies are authorized to vote, in their discretion, on any other matters as may properly come before the annual meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH DIRECTOR NOMINEE AND FOR PROPOSALS 2 AND 3.

Where stock is registered jointly in the names of two or more persons ALL should sign. Signature(s) should correspond exactly with the name(s) as shown above. Please sign and date and return promptly in the enclosed envelope. No postage need be affixed if mailed in the United States.

Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

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REGIS CORPORATION

PROXY FOR ANNUAL MEETINGTABLE OF SHAREHOLDERSCONTENTS


TABLE OF CONTENTS

OCTOBER 22, 2019

9:00 a.m.

Regis Corporation

7201 Metro Boulevard

Minneapolis, Minnesota 55439

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:


The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

If you Vote by Phone or Internet, please do not mail your Proxy Card

êplease detach hereê
E83289-P27940

Regis Corporation
7201 Metro Boulevard, Minneapolis, MN 55439proxy
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 22, 2019
The undersigned hereby appoints Hugh E. Sawyer III and Amanda P. Rusin, and either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote as directed on the reverse side of this proxy card all of the shares of the Common Stock of Regis Corporation (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on October 22, 2019, and at any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be voted as directed herein. If no direction is given, this proxy will be voted FOR each of the director nominees and each of proposals 2 and 3, and will be voted in the discretion of the proxies on any other matters as may properly come before the annual meeting and any adjournments thereof.
(Continued, and TO BE COMPLETED AND SIGNED on the reverse side)