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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Regis Corp | NYSE:RGS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.98 | 0 | 01:00:00 |
☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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Regis Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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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✔
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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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✔
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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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✔
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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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✔
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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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✔
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Transitioned the positions of President and CEO of the Company
to Felipe Athayde
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✔
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Executed phase 1 of our brand-centric reorganization
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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 all positions of directors and above and provided MBOs to managers 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, generating
$8.4 million in net cash proceeds as part of our conversion to an asset-light, fully-franchised platform
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Negotiated lease buy-outs amounting to $4.6 million of annualized
EBIDTA savings on non-performing SmartStyle salon locations
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✔
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Appointed new executive officers with franchise expertise, including
our President of Supercuts, 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 app 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 supply haircare products to our salons, which will bring value to our franchisees, preserve our private label business, and be
EBITDA positive while greatly reducing the complexity of our business
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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
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2 |
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2021 PROXY STATEMENT | 3
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Who We Are
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Andrews
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
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• 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
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Education
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MBA, Harvard Business School
BS, Finance, Georgetown University
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Also...
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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.
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Other Public Boards
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None
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4 |
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Athayde
President and Chief
Executive Officer, Regis
Corporation
Director since 2020
Age: 42
Board
committees
•
Technology
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Career Highlights
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•
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
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Skills / Experience
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• Leadership experience with franchise businesses, including expertise in strategy and brand development, finance, operations, marketing, and sales
•
Implementation of business-wide technology upgrades
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Education
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BBA, Fundação Getulio Vargas in Sao Paulo, Brazil
MBA, Northwestern University Kellogg School of Management
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ALSO...
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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.
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Other Public Boards
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None
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VOTING SUPPORT
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2020: 99.7%
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2021 PROXY STATEMENT | 5
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Daniel G. Beltzman General Partner, Birch Run Capital Advisors, LP Independent Director since 2012 Chair of the Board Age: 46 Board committees
•
Compensation
• Nominating and
Corporate Governance
•
Technology
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Career Highlights
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•
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
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Skills / Experience
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•
Financial experience and expertise
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Education
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BBA, Accounting/Finance, University of Michigan
MAcc, University of Michigan
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ALSO...
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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.
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Other Public Boards
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Former
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•
Ditech Holding Corp. f/k/a Walter Investment Management Corp. (2015 – 2019)
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VOTING SUPPORT
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2020: 99.2% | 2019: 97.0% | 2018: 97.5% | 2017: 97.3% | 2016: 86.5% | 2015: 88.0% |
2014: 99.4% | 2013: 92.8% | 2012: 99.4%
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6 |
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David J. Grissen Former Group President, Americas, Marriott International, Inc. Independent Director since 2013 Age: 64 Board committees • Audit, ACFE
• Nominating
and Corporate Governance, Chair
•
Technology
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Career Highlights
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• Joined Marriott International, Inc., a global operator of hotels and related lodging facilities, in 1986 with his most recent role being Group President, Americas from 2020 until his retirement in 2021
• 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
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Skills / Experience
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• Leadership experience with a complex organization that includes franchised, managed, and owned operations
•
Building marketing platforms with multiple portfolio brands
•
Acquisitions and integration
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Education
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BA, Michigan State University
MBA, Loyola University Chicago
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Also...
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David implemented the 4 Disciplines of Execution because he saw how employees
understanding how their day-to-day activities relate to the company’s overall business results made them feel they were all working toward a common goal and they make a difference and have a voice.
David, a long-time runner, served as Vice Chairman of Back On My Feet, a
non-profit whose mission is helping the homeless via a structured running program.
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Other Public Boards
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Former
•
Good Times Restaurants Inc. (2005 – 2010)
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VOTING SUPPORT
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2020: 99.3% | 2019: 98.4% | 2018: 98.3% | 2017: 99.0% | 2016: 89.0% | 2015: 89.3% |
2014: 99.5% | 2013: 98.1%
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2021 PROXY STATEMENT | 7
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Mark S. Light Executive Chairman, Bedrock Manufacturing Independent Director since 2013 Age: 59 Board committees • Compensation
• Nominating
and Corporate Governance • Technology |
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Career Highlights
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• 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
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Skills / Experience
|
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•
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
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Education
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Kent State University and Ohio University
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Also...
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When Mark became Head of Sterling, he oversaw a tripling of the unit’s sales.
In his time at Signet, he oversaw a successful acquisition and integration of
Zales, expanded its outlet channel by acquiring Ultra, made significant progress on the company’s OmniChannel strategy, realigned the organization structure and re-engineered and stabilized its ecommerce platform.
Mark is the Chairman of the Board of Directors of Bedrock Manufacturing, which is
the parent of two iconic American brands, Shinola and Filson.
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Other Public Boards
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Former
|
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|
•
Signet Jewelers Limited (2014 – 2017)
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VOTING SUPPORT
|
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|
2020: 99.3% | 2019: 98.5% | 2018: 98.4% | 2017: 96.7% | 2016: 87.7% | 2015: 88.2% |
2014: 99.9% | 2013: 98.1%
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8 |
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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
|
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|
• 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
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Skills / Experience
|
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|
• 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
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|
Education
|
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||
|
MA, International Economics, European Area Studies, The Johns Hopkins University –
Paul H.
Nitze School of Advanced International Studies
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Also...
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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.
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Other Public Boards
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None
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2021 PROXY STATEMENT | 9
|
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Michael J. Merriman Product Launch Ventures, LLC Consumer Products Consultant Independent Director since 2011 Age: 65 Board committees
•
Audit, ACFE, Chair
•
Compensation
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Career Highlights
|
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|
• Operating Advisor at Resilience Capital Partners, LLC, a private equity firm (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 Andersen & Co. (1990 – 1992)
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Skills / Experience
|
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|
•
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
|
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Education
|
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|
BS, Business Administration, John Carroll University
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|
ALSO...
|
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|
Michael was named CEO of Royal Appliance Manufacturing at 39, after joining the
company as CFO three years earlier.
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Other Public Boards
|
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|
• Nordson Corporation (since 2008), Chairman of the Board (since February 2018), Audit Committee Chair (2012 – 2018)
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Former
|
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|
• OMNOVA Solutions Inc. (2008 – 2020), Nominating & Corporate Governance Committee Chair
• Invacare Corporation (2014 – 2018)
• American Greetings Corporation (2006 – 2013)
• RC2 Corporation (2004 – 2011)
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VOTING SUPPORT
|
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|
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%
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10 |
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M. Ann Rhoades President, People Ink, Inc. Independent Director since 2015 Age: 76 Board committees • Audit
• Compensation,
Chair |
| |
Career Highlights
|
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|
•
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)
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Skills / Experience
|
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||
|
•
Human resources experience
•
Consumer experience
|
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|
EDUCATION
|
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MBA, The University of New Mexico
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ALSO...
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Ann built a hiring model to get high-performance outcomes based in hiring
according to values that helped create JetBlue and Southwest Airlines’ well-regarded cultures.
Author of Built on Values, Creating an Enviable
Culture That Outperforms the Competition.
Flew in an F-16 at 9.1Gs.
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Other Public Boards
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•
Nexphase Capital (since 2015)
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Former
• JetBlue Airways (2001 – 2015), Compensation Committee Chair
• P.F. Chang’s China Bistro, Inc. (2003 – 2012), Compensation Committee Chair
• Restoration Hardware (1999 – 2001, 2005 – 2009)
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VOTING SUPPORT
|
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||
|
2020: 99.5% | 2019: 99.5% | 2018: 99.0% | 2017: 98.9% | 2016: 98.8% | 2015: 99.2%
|
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2021 PROXY STATEMENT | 11
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12 |
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|
•
|
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. 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.
|
•
|
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.
|
2021 PROXY STATEMENT | 13
|
14 |
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Director Name
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Corporate Governance
|
| |
Technology1
|
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|
Felipe A. Athayde
|
| |
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| |
■
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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
|
| |
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|
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
|
2021 PROXY STATEMENT | 15
|
16 |
|
| |
|
•
|
An annual cash retainer of $70,000, which is paid quarterly;
|
•
|
An annual cash retainer of $20,000, $15,000, $12,500 and $20,000 for the chairs of
the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Technology Committee, respectively;
|
•
|
An annual grant of restricted stock units valued at $110,000, which 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 $90,000 payable that vested monthly over a period of one year and paid out when he left the Board, which were granted on the date of our last annual meeting of
shareholders.
|
2021 PROXY STATEMENT | 17
|
|
Director Name
|
| |
Fees Earned or Paid
in Cash ($)
|
| |
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.
|
|
Director Name
|
| |
Aggregate Stock Awards
Outstanding as of 06/30/21 (#)
|
| |
Aggregate Option Awards
Outstanding as of 06/30/21 (#)
|
|
|
Daniel G. Beltzman
|
| |
17,535
|
| |
—
|
|
|
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
|
| |
—
|
|
18 |
|
| |
|
20 |
|
| |
|
•
|
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.
|
2021 PROXY STATEMENT | 21
|
|
Name
|
| |
Title
|
| |
Period of Employment
|
|
|
Felipe A. Athayde
|
| |
President and Chief Executive Officer
|
| |
October 2020 - present
|
|
|
Kersten D. Zupfer
|
| |
Executive Vice President and Chief Financial Officer
|
| |
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 - October 2020
|
|
|
Eric A. Bakken
|
| |
Former Executive Vice President and President - Franchise
|
| |
January 1994 - December 2020
|
|
22 |
|
| |
|
|
Element
|
| |
Form
|
| |
Metric
|
| |
Performance Period
|
| |
Objective
|
|
|
Base Salary
|
| |
Cash
|
| |
Fixed
|
| |
N/A
|
| |
Provide a base level of compensation for executive talent.
|
|
|
Annual Incentive (“AIC” or “Bonus”)
|
| |
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 may elect to contribute up to half of their earned fiscal 2021 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 executive’s
underlying contribution under our matching share program.
|
|
|
Franchise Adoption of Opensalon® Pro (25%)
|
| ||||||||||||
|
Transition the Organization and G&A Structure to the “Future State” Structure
and Budget (25%)
|
| ||||||||||||
|
Launch KPI and MBO Process to drive results and performance (20%)
|
|
2021 PROXY STATEMENT | 23
|
•
|
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.
|
•
|
For fiscal 2021, the Compensation Committee set challenging annual incentive
performance expectations related to our conversion to a fully franchised model, resetting our organizational structure and 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.
|
Biglari Holdings
|
| |
e.l.f. Beauty
|
| |
Nature’s Sunshine
|
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.
|
| |
LifeVantage
|
| |
StoneMor
|
24 |
|
| |
|
•
|
to determine and approve, or make recommendations to the Board with respect to, the
compensation of all executives; and
|
•
|
to consider and recommend the structure of, and changes to, our incentive
compensation, equity-based plans, and benefit programs.
|
2021 PROXY STATEMENT | 25
|
|
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
|
| |
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 |
|
| |
|
|
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).
|
•
|
Defined achievement of the Transition to Fully Franchised Model: Venditions and
Closures metric based on gross number of Company-owned salons operating at the end of fiscal 2021; and
|
•
|
Defined achievement of the Franchise Adoption of Opensalon® Pro metric based upon total percentage of eligible franchise-owned salons that have adopted
Opensalon® Pro by the end of fiscal 2021. Adoption means (a) actual utilization of Opensalon® Pro and/or (b) signed software agreements during fiscal 2021 for the
utilization/implementation of Opensalon® Pro by July 1, 2022.
|
2021 PROXY STATEMENT | 27
|
|
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 $22.8 million
|
| |
184% of target, yielding payout at 45.9% of total target AIC
|
| |
—
|
| |
45.9
|
|
|
Launch KPI/MBO Process to Drive Results and Performance
|
| |
Directors and above have KPIs and MBOs and reporting and review processes in place
|
| |
100% of threshold/target, yielding payout at 20% of total target AIC
|
| |
—
|
| |
20
|
|
1
|
Total number of eligible salons (5,421) is a conservative number; there are only 4,848 eligible salons because our Canadian salons
cannot migrate to Opensalon® Pro.
|
28 |
|
| |
|
|
NEO
|
| |
Calculated AIC %
|
| |
Total AIC Payout ($)
|
|
|
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
|
|
|
Name
|
| |
% of Fiscal 2020 Bonus Payout Contributed
|
|
|
Kersten D. Zupfer
|
| |
50
|
|
|
Amanda P. Rusin
|
| |
50
|
|
|
James A. Townsend
|
| |
50
|
|
2021 PROXY STATEMENT | 29
|
•
|
Promotion 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.
|
30 |
|
| |
|
•
|
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 2021 bonus payouts, matching RSUs will now vest as to
20%, 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 vesting schedule. The Compensation Committee approved the expansion of the SPMP, which will 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
approved a new 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 long term equity incentive awards for the executive officers for fiscal 2022. These one-time awards were delivered half in the
form of stock options and half in the form of cash-settled stock appreciation rights, compensating leaders only to the extent our shareholders benefit through stock price appreciation. The awards will vest on the first three annual anniversaries of the date of grant in 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 provide the desired alignment of the
leadership team with shareholders’ interests.
|
2021 PROXY STATEMENT | 31
|
|
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 NEO who so 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.
|
|
|
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
|
| |
Every year, we offer our shareholders the opportunity to cast an advisory vote on
our executive compensation.
|
|
|
No Repricing or Exchange of
Underwater Options/SARs
|
| |
Our plan prohibits the repricing or exchange of underwater stock options and stock
appreciation rights without shareholder approval.
|
|
•
|
Chief Executive Officer—3x annual base salary
|
•
|
Executive Vice President—2x annual base salary
|
•
|
Senior Vice President—1x annual base salary
|
32 |
|
| |
|
|
|
| |
Stock Ownership Guideline
|
| |
Current Ownership Level1
|
|
|
Felipe A. Athayde
|
| |
3x
|
| |
4.8x
|
|
|
Kersten D. Zupfer
|
| |
2x
|
| |
1.1x
|
|
|
Chad Kapadia
|
| |
2x
|
| |
1.0x
|
|
|
Amanda P. Rusin
|
| |
2x
|
| |
2.0x
|
|
1
|
As of the end of fiscal 2021.
|
2021 PROXY STATEMENT | 33
|
34 |
|
| |
|
|
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
|
•
|
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.
|
•
|
Matching RSUs that were granted in August 2019 to Ms. Zupfer—$28,508.
|
•
|
RSUs to acquire 7,564 shares that were granted to Ms. Zupfer in 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.
|
•
|
PSUs that were granted in August 2018: Mr. Sawyer—$4,313,880; Mr. Bakken—$829,587; and
Mr. Kapadia—$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. Bakken—$437,490; and
Mr. Kapadia—$349,983.
|
•
|
Matching RSUs that were granted in August 2018: Mr. Bakken—$46,395; and Mr. Kapadia—$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—$99,983.
|
4
|
For Mr. Athayde, the value expressed represents (a) 1,100,000 options to purchase shares of the Company’s common stock, which are
eligible to vest, as to the service requirement, on the fourth anniversary of the commencement of Mr. Athayde’s employment with the Company, subject to achievement, prior to the fifth anniversary of the commencement of his employment, of
a volume-weighted average closing price per share of the Company equal to or in excess of 150% of the closing price per share on the trading day immediately prior to the date of the announcement of Mr. Athayde’s employment with the
Company; and (b) 358,680 options to purchase shares of the Company’s common stock, which vest on the fourth anniversary of the commencement of his employment.
|
5
|
Amounts for fiscal 2021 represent amounts earned pursuant to AIC awards under the Short Term Plan as described more fully under the
heading “Annual Incentive Awards for Fiscal 2021” in the CD&A section of this Proxy Statement.
|
6
|
Amounts represent the change in the present value of benefits under the pension plans. Mr. Bakken is the only NEO eligible for such
plans.
|
7
|
The following table sets forth All Other Compensation amounts by type:
|
|
Name
|
| |
Company Match and Profit-
Sharing Contributiona
($)
|
| |
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—$442,684.
|
8
|
Mr. Athayde was appointed as President and CEO on October 5, 2020.
|
9
|
Ms. Zupfer was promoted to CFO on November 11, 2019.
|
10
|
Ms. Rusin first became an NEO in fiscal 2021.
|
11
|
Mr. Townsend’s employment commenced April 8, 2019 and ended on June 30, 2021.
|
12
|
Mr. Sawyer’s employment ended on October 4, 2020.
|
13
|
Mr. Bakken’s employment ended on December 31, 2020.
|
36 |
|
| |
|
|
|
| |
|
| |
|
| |
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards1
|
| |
Estimated Possible Payouts
Under Equity
Incentive Plan Awards2
|
| |
|
| |
|
| |
|
| |
|
| ||||||||||||
|
Name
|
| |
Grant
Date
|
| |
Approval
Date
|
| |
Threshold
($)
|
| |
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 STATEMENT | 37
|
•
|
Performance Stock Units—PSUs are grants of restricted stock units that are earned based on the achievement of an end-of-period stock price performance goal(s) established by the
Compensation Committee. PSUs 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 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.
|
•
|
If a participant’s employment is terminated (i) without Cause (as defined in the 2016
Long Term 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-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 PSUs will vest or (b) on or after the end of the performance period but prior to the fifth anniversary of the
grant date and the performance goal is achieved, 100% of the PSUs will vest. 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 PSUs will vest and (b) on or after the fourth anniversary of the grant date but
before the fifth anniversary of the grant date, 80% of the PSUs will vest. 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-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 PSUs will vest in accordance with the formula set forth in the award agreement. This termination
event trigger does not apply to Mr. Sawyer.
|
•
|
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 first
anniversary of the grant date if the participant is still employed by the Company. The RSUs granted as part of our fiscal 2019 executive 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.
|
•
|
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-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 RSUs will vest.
|
•
|
If a participant’s employment is terminated without Cause by the Company or for Good
Reason both (i) after the one-year anniversary of the grant date and (ii) following the appointment of a successor or interim successor to Mr. Sawyer, then a greater than pro rata portion of the RSUs will vest in accordance with the formula set forth in the award agreement. This termination
event does not apply to the RSUs that were granted to Ms. Rusin or Ms. Zupfer in fiscal 2021, but does apply to the RSUs that were granted to Ms. Zupfer in fiscal 2020.
|
38 |
|
| |
|
•
|
Under the 2018 Long Term Plan, if a participant’s employment is terminated
(i) without Cause (as defined in the 2018 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 2018 Long Term Plan) or (iii) due to death or disability, then a pro-rated amount of the RSUs will vest.
|
•
|
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.
|
2021 PROXY STATEMENT | 39
|
|
|
| |
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 $9.36, which was the last reported sale price for a share of our common stock on the NYSE on
June 30, 2021.
|
40 |
|
| |
|
4
|
Award vested in full on April 17, 2019 and became exercisable on April 17, 2020.
|
5
|
Award cliff vests on the third anniversary of the date of grant, which was August 31, 2018.
|
6
|
Amounts presented represent the number of shares that may be earned during the performance period ended June 30, 2021 with respect
to the PSUs granted on August 31, 2018. If the PSUs are earned, they will be subject to an additional two-year service-based vesting requirement, which will expire on August 31, 2023. The performance condition was not satisfied, and the
award was forfeited.
|
7
|
Award cliff vests on the fifth anniversary of the date of grant, which was August 31, 2018.
|
8
|
Award cliff vests on the fifth anniversary of the date of grant, which was August 30, 2019.
|
9
|
Award cliff vests on the third anniversary of the date of grant, which was November 11, 2019.
|
10
|
Awards presented represent the target number of shares that may be earned during the performance period ending November 11, 2022
with respect to the PSUs granted on November 11, 2019. If the PSUs are earned, they will be subject to an additional two-year service-based vesting requirement, which will expire on November 11, 2024.
|
11
|
Award cliff vests on the third anniversary of the date of grant, which was June 5, 2019.
|
12
|
Award cliff vests on the third anniversary of the date of grant, which was September 1, 2019.
|
13
|
Award cliff vests on the fifth anniversary of the date of grant, which was December 21, 2020.
|
14
|
Award cliff vests on the first anniversary of the date of grant, which was February 8, 2021.
|
15
|
Award vests on the first anniversary of the date of grant, which was October 5, 2020.
|
2021 PROXY STATEMENT | 41
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise2(#)
|
| |
Value Realized on
Exercise1($)
|
| |
Number of Shares
Acquired on Vesting2(#)
|
| |
Value Realized on
Vesting1($)
|
|
|
Felipe A. Athayde
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Kersten D. Zupfer
|
| |
—
|
| |
—
|
| |
1,004
|
| |
7,420
|
|
|
Chad Kapadia
|
| |
—
|
| |
—
|
| |
1,620
|
| |
15,471
|
|
|
Amanda P. Rusin
|
| |
—
|
| |
—
|
| |
2,213
|
| |
18,567
|
|
|
James A. Townsend
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Hugh E. Sawyer
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Eric A. Bakken
|
| |
4,165
|
| |
49,687
|
| |
27,136
|
| |
240,344
|
|
1
|
Value realized on exercise is calculated as the difference between the market value of our common stock on the respective exercise
date(s) and the exercise price of the option(s) on a pre-tax basis. Value realized on vesting is the market value of our common stock on the vesting date multiplied by the number of shares acquired, before taxes.
|
2
|
The number of shares acquired on exercise or vesting of stock awards includes shares that were forfeited for withholding tax
obligations. The number of shares forfeited for each NEO is reported below.
|
|
Name
|
| |
Number of Shares Used to Pay Taxes on Exercised or Vested Awards (#)
|
|
|
Felipe A. Athayde
|
| |
—
|
|
|
Kersten D. Zupfer
|
| |
308
|
|
|
Chad Kapadia
|
| |
561
|
|
|
Amanda P. Rusin
|
| |
1,188
|
|
|
James A. Townsend
|
| |
—
|
|
|
Hugh E. Sawyer
|
| |
—
|
|
|
Eric A. Bakken
|
| |
9,579
|
|
42 |
|
| |
|
|
Name
|
| |
Date of Employment Agreement
|
| |
Base Salary as of June 30, 2021 ($)
|
| |
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 Termination of
Employment ($)
|
| |
FY21 Target Annual Incentive Award
(% of Base Salary)1
|
|
|
Eric A. Bakken
|
| |
8/31/2012
|
| |
495,000
|
| |
75
|
|
|
Hugh E. Sawyer
|
| |
4/17/2017
|
| |
950,000
|
| |
115
|
|
|
James A. Townsend
|
| |
N/A
|
| |
495,000
|
| |
60
|
|
1
|
In connection with Mr. Sawyer’s retirement and Mr. Bakken’s separation, they ceased to be eligible for any payout under their fiscal
2021 bonuses; however, Mr. Townsend remained eligible for his bonus payout based on his service through the last day of fiscal 2021.
|
•
|
Death or Disability. Each NEO is entitled to his or her accrued compensation and obligations, including a pro rata bonus for the year of termination.
|
•
|
Dismissal without Cause or Resignation for Good Reason (Prior to
or More than 24 Months Following a Change in Control). If an NEO is terminated without Cause or if he or she terminates for Good Reason, the NEO will receive an amount equal to one times his or her annual base salary plus a pro-rated portion of any bonus he or she would have earned for the year
of termination (based on actual performance), plus 12 months of benefits continuation coverage.
|
•
|
Dismissal without Cause or Resignation for Good Reason in
Connection with a Change in Control. Under the terms of Mr. Bakken’s employment agreement, if his employment was terminated
without Cause or if he terminated for Good
|
2021 PROXY STATEMENT | 43
|
•
|
Dismissal for Cause or Resignation Without Good Reason. The NEOs are entitled to accrued
compensation and obligations where dismissal is for Cause or resignation is without Good Reason. In the event of a termination of employment for Cause or resignation without Good Reason, severance benefits would not be payable.
|
44 |
|
| |
|
|
|
| |
Fiscal
2017
($)
|
| |
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.
|
2021 PROXY STATEMENT | 45
|
•
|
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 with a value equal to $2,500,000 (based on the closing
price per share on September 4, 2020), which are eligible to vest on the first anniversary of the commencement date, based on Mr. Athayde’s continued service, and options to purchase 358,680 shares of the Company’s common stock, which are eligible to vest on the fourth anniversary of the
commencement date, each of which will be granted on the commencement date pursuant to the employment inducement exception of the NYSE rules.
|
46 |
|
| |
|
2021 PROXY STATEMENT | 47
|
|
Name1
|
| |
Age at June 30,
2021
|
| |
Plan Name2
|
| |
Number of
Years of
Credited Service3
(#)
|
| |
Present Value
of Accumulated
Benefit4
($)
|
| |
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 $1,401,287 was paid out on July 1, 2021, the day following the end of our fiscal year.
|
|
Name
|
| |
Executive
Contributions
in Last FY1
($)
|
| |
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 $25,000 are due to timing differences between the calendar and fiscal year.
|
48 |
|
| |
|
2
|
The following amounts of contributions and earnings reflected in the table above have been reported in the current year or prior
years’ Summary Compensation Tables as follows:
|
|
|
| |
|
| |
Current Year Summary Compensation Table
|
| |||||||||
|
Name
|
| |
Total Amount
Reported in Current
or Prior Summary
Compensation
Tables
($)
|
| |
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
|
|
2021 PROXY STATEMENT | 49
|
•
|
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.
|
50 |
|
| |
|
|
|
| |
|
| |
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 $9.36, the closing price of the Company’s common stock on June 30, 2021 on the NYSE. For Ms. Zupfer, the value includes the value
of PSUs granted upon promotion to Chief Financial Officer.
|
6
|
The amounts for Mr. Bakken reflect actual payments and benefits he received in connection with his termination of employment on
December 31, 2020. The severance and benefits continuation payments were made pursuant to the terms of Mr. Bakken’s employment agreement and the accelerated vesting of equity occurred pursuant to the original terms of the equity awards.
The retirement benefits are described above under “Pension Benefits in 2021.”
|
7
|
The amounts for Mr. Sawyer reflect actual payments and benefits he received in connection with his retirement on October 4, 2020.
|
2021 PROXY STATEMENT | 51
|
|
SCT Components
|
| |
Actual Values
from SCT
($)
|
| |
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
|
| |
|
|
•
|
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.
|
52 |
|
| |
|
2021 PROXY STATEMENT | 53
|
|
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.
|
54 |
|
| |
|
56 |
|
| |
|
2021 PROXY STATEMENT | 57
|
58 |
|
| |
|
•
|
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.
|
•
|
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.
|
2021 PROXY STATEMENT | 59
|
|
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 |
|
| |
|
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.
|
2021 PROXY STATEMENT | 61
|
62 |
|
| |
|
•
|
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.
|
•
|
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
|
|
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
|
| |
None
|
|
|
Item 2
Advisory “Say-on-Pay” vote
|
| |
Majority of votes cast “FOR” must exceed “AGAINST” votes4
|
| |
“FOR” “AGAINST” “ABSTAIN”
|
| |
“FOR”
|
| |
No
|
| |
None
|
|
|
Item 3
Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 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
|
| |
“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.
|
64 |
|
| |
|
2021 PROXY STATEMENT | 65
|
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