Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

 

Dear Regis shareholders, employees, franchisees, vendors, and customers,

In fiscal 2025, Regis executed on many strategic opportunities made possible by the strong foundation achieved throughout fiscal 2024:

All of these actions position us well to continue executing our strategy to optimize and grow our company-owned salon portfolio and advance the transformation of our brands.

As Regis evolves, the Board of Directors and management team are also evolving to support this next chapter of growth. In June, we announced that Matthew Doctor was stepping down from his role as President and Chief Executive Officer effective June 30, 2025. The Board appointed Jim Lain, who was serving as EVP Brand Operations - Supercuts and Cost Cutters, as interim President and Chief Executive Officer effective July 1, 2025. The Board knew that Jim's long tenure with Regis, his close relationship with our franchisees and employees, and his deep knowledge of the hair care industry, would position him well to lead the company during this transition, and he stepped into the interim leadership role seamlessly. The Board expresses its thanks to Matt for his work that put Regis on solid financial footing and positions us for long-term growth, as well as service in a support role through August 31, 2025 to ensure a smooth transition.

The Board has formed a Succession Planning Committee and has engaged a leading executive search firm to help identify the next Chief Executive Officer of Regis to lead the next stage of the company's transformation. The search includes both internal and external candidates. The search committee and Board have been actively engaged in the process and we look forward to providing an update at the appropriate time.

At the same time, we are also continuing to refresh the Board of Directors. In January 2025, Susan Lintonsmith joined the Board and has made immediate contributions by bringing her deep operating and franchise experience, including in the health and wellness area. Her transformational leadership experience, including with public companies, made her an obvious choice to lead the CEO search committee.

Susan's appointment occurred in anticipation of expected retirements of two long-serving Board members, Mark Light and Ann Rhoades, and related Board refreshment. Mark and Ann have served Regis and its shareholders with dedication and commitment. Mark joined the Board in 2013, bringing strong retail experience, as well as experience with acquisitions and business integrations. Mark has served as Chair of the Nominating and Corporate Governance Committee. Ann joined the Board in 2015 and has made significant contributions drawing on her human resources and consumer experience. Ann has served as Chair of the Compensation Committee. Mark's and Ann's terms will conclude at the annual meeting and they are not seeking re-election pursuant to our tenure and retirement age policies, respectively. On behalf of the whole Board and management team, I express our gratitude for the contributions that Mark and Ann have made at Regis.

It has been my privilege to serve as the Chairman of the Board over the last year, working with the management as the Board oversees our continued transformation. On behalf of the Board, we are excited to see that the steps we are taking to elevate our brands, drive company-owned salon results and enhance operations are building momentum that we believe will deliver long-term shareholder value.

Thank you for your investment and continued support of Regis.

To the Shareholders of Regis Corporation:

By Order of the Board of Directors,

 

Kersten D. Zupfer

Chief Financial Officer

September 17, 2025

 

Important Note about Reverse Stock Split

On November 29, 2023, we effected a reverse stock split at a ratio of 1-for-20 (the "Reverse Stock Split") of our common stock. In connection with the Reverse Stock Split, every 20 shares of common stock issued and outstanding were converted into one share of common stock. Unless otherwise indicated, all historical share and per share amounts for periods prior to the Reverse Stock Split in this Proxy Statement have been adjusted to reflect the Reverse Stock Split. Proportionate adjustments were made to the number of shares of common stock underlying all outstanding equity awards, as well as any exercise price for such awards, and the number of shares of common stock reserved for issuance under our Amended and Restated 2018 Long Term Incentive Plan (the "2018 Plan") and our Amended and Restated 1991 Contributory Stock Purchase Plan (the "Stock Purchase Plan").

ITEM 1: ELECTION OF DIRECTORS

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

Five directors are to be elected at the annual meeting of shareholders to be held on October 28, 2025 (the "Annual Meeting"), each to hold office for one year until the 2026 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of seven directors, two of whom, Mr. Mark Light and Ms. Ann Rhoades, are not seeking re-election to the Board when their respective terms end at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the five nominees named below for election as directors. Each of the Board's nominees is standing for re-election by the shareholders at the Annual Meeting, and each nominee has consented to serve if elected.

Ms. Susan Lintonsmith is standing for election by shareholders for the first time at the Annual Meeting. Ms. Lintonsmith was identified as a potential candidate for the Board by a third-party search firm engaged by the Board to assist in identifying and evaluating potential candidates.

In determining to nominate Mr. Michael Merriman for re-election, the Board considered that Mr. Merriman had already served 14 years at the time of re-election, and, therefore, was required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Merriman's significant contributions to the Board, including his service as the Chairman of the Board and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Merriman for re-election. In particular, the Board considered Mr. Merriman's leadership of the Board during our current CEO succession process. The Board also considered the current state of the Company's business and the involvement that Mr. Merriman has in overseeing the execution of our current strategy of supporting our franchisees and optimizing our company-owned salons and determined that the organization would benefit from his continued service at this time.

If for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating and Corporate Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to the Company will be voted for such substitute nominees. If the Nominating and Corporate Governance Committee designates any substitute nominees, the Company will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by Securities and Exchange Commission ("SEC") rules.

 

 

 

 

 

How We Govern the Company

We believe that how we govern ourselves is as important as the corporate governance that sets guidance and parameters for the Company more generally. This is a summary of some of our key Board governance provisions. More information can be found on our website at www.regiscorp.com, and in the next section summarizing some of the key provisions that apply more broadly to the Company. Our compensation governance provisions can be found in the Compensation Discussion and Analysis section of this Proxy Statement.

All our directors are independent.While our Chief Executive Officer would normally serve as the one non-independent director on the Board, our current interim Chief Executive Officer is not a Board member. We provide a description of the Board's independence standards below. Under these standards, the Board has determined that each director is independent. Accordingly, a supermajority of our Board is independent.

Leadership Structure of the Company. The Board elects the Chair of the Board and the Chief Executive Officer, and it has determined that these two roles should currently be held by separate individuals to enhance the Board's oversight of management and to allow the Chief Executive Officer to focus primarily on management responsibilities. Our current Board leadership structure provides effective and independent oversight of management and the Company.

We have an independent Chair of the Board.The Chair of the Board, Mr. Merriman, is an independent director who has served on the Board for the last 14 years.

All our directors stand for election every year.

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

Board and Board committee meeting attendance. The Board met eight times in fiscal 2025. Each of the then-serving directors attended, in person or virtually, at least 75% of the eight meetings of the Board and the meetings of the Board committees on which each director served during fiscal 2025.

Annual meeting attendance. The Board does not have a formal policy relating to Board members' attendance at annual shareholder meetings. Our directors are, however, encouraged to attend these meetings and all but one of the then-serving directors attended the virtual 2024 annual shareholders meeting.

The Board has a majority voting standard.Incumbent directors who do not receive a majority of votes cast must tender their resignation to the Board for review. Our Corporate Governance Guidelines further provide that if the Board decides not to accept a director's resignation in such circumstances, then it will disclose its reasons.

Director stock ownership. Our directors are required to hold all common stock they receive as part of their Board compensation until they cease to serve as directors.

Age and tenure provisions.Our Corporate Governance Guidelines contain both age and tenure provisions.

Overboarding.Our Corporate Governance Guidelines contain provisions related to limiting our directors' service on other boards of directors.

Director evaluations.Our Corporate Governance Guidelines contain provisions requiring annual Board evaluations.

Director orientation and education.Directors receive orientation overseen by the Board and the Nominating and Corporate Governance Committee and are supported in obtaining continuing director education.

Executive sessions.Our Board has a policy of conducting executive sessions of the independent directors in connection with each regularly scheduled Board meeting.

Communicating with the Board.Our directors value and seek input from a wide variety of sources to inform their work and provide shareholders the opportunity to communicate with them directly. Our directors especially value input from shareholders who have a financial stake in the caliber of their input and who work in settings likely to provide access to interesting insights. Shareholders and other interested parties who wish to contact the Board, any individual director, or the independent directors as a group, are welcome to do so by writing to our Chief Financial Officer at the following address: Regis Corporation,

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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 Audit Committee is also responsible for overseeing risks relating to cybersecurity.

•	The Compensation Committee is responsible for overseeing our executive compensation programs and reviewing risks relating to our overall compensation plans and arrangements.

•	The Nominating and Corporate Governance Committee manages risks associated with potential conflicts of interest pursuant to our Code of Business Conduct and Ethics (the "Code of Ethics") and reviews governance and compliance issues with a view to managing associated risks.

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While each Board committee is responsible for regularly reviewing, evaluating, and overseeing the management of such risks, the Board is regularly informed of such risks through committee reports. In addition, the Board and the Board committees receive regular reports from the Company's Chief Financial Officer, Executive and Senior Vice Presidents, and other personnel with roles in managing risks. The Compensation Committee is also advised by its independent compensation consultant, which periodically reviews the risks relating to the Company's compensation practices. The Company's leadership team meets with the legal department and head of Internal Audit to discuss and evaluate risks applicable to the Company.

Consistent with this commitment, the Nominating and Corporate Governance Committee, when seeking new director candidates, considers and values diverse skills and experiences, such as an understanding of the retail industry, the haircare market, finance, accounting, marketing, technology, and international experience. The Nominating and Corporate Governance Committee expects every member of the Board and every director candidate to be able to act effectively on behalf of shareholders and stakeholders.

All shareholder nominations must be accompanied by a candidate resume that addresses the extent to which the nominee meets the director qualification standards. Nominations will be considered only if we are currently seeking to fill an open director position. All nominations by shareholders should be sent to the Chair of the Nominating and Corporate Governance Committee, c/o Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.

Other Governance and Compliance Policies and Practices

Our corporate governance provisions that relate to our Board are summarized in the preceding section. Our compensation governance provisions are summarized in the Compensation Discussion and Analysis section of this Proxy Statement. Our Corporate Governance Guidelines are posted on our website at www.regiscorp.com. This information is also available in printed form free of charge to any shareholder who requests it by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.

Code of Business Conduct and Ethics. The Board has adopted the Code of Ethics, which applies to all our employees, directors, and officers, including our President and Chief Executive Officer, Chief Financial Officer, Controller, and other senior financial officers. The Code of Ethics, as applied to our principal financial officers, constitutes our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act and is our "code of business conduct and ethics" within the meaning of the listing standards of the Nasdaq. The Code of Ethics is posted on our website at www.regiscorp.com. The Code of Ethics is also available in printed form free of charge to any shareholder who requests it by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416. We intend to promptly disclose future amendments to certain provisions of the Code of Ethics and any waivers of provisions of the Code of Ethics that are required to be disclosed under the rules of the SEC or under the listing standards of the Nasdaq, at the same location on our website.

Insider Trading Policy. The Board has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company's stock that applies to all employees, officers and directors. The Company believes the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. Under this policy, all employees, officers and directors and their family members are prohibited from trading in the Company's stock when they have material, nonpublic information about the Company, and it also prohibits disclosing (or "tipping") such information. The policy also imposes certain quarterly trading window restrictions and pre-clearance requirements. The policy also requires the Company to comply with insider trading rules when effecting transactions in its stock.

The policy also prohibits short-sales, transactions in put or call options or other derivative transactions, hedging transactions or other inherently speculative transactions in Regis stock. With respect to the prohibition on hedging, the policy prohibits 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). The policy also prohibits 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 Chief Financial Officer.

Related Party Transactions. Our Board has adopted a Related Party Transaction Approval Policy requiring approval of all related party transactions for amounts exceeding $10,000 for the fiscal year. We did not have any related party transactions during fiscal 2025.

Complaint/hotline Procedures. The Audit Committee Complaint Procedures, which are posted on our website at www.regiscorp.com, provide for the publication of a toll-free number and mailing address for complaints to be submitted to the Audit Committee.

Our Board's Committees

The Board currently has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The composition of the Board's standing committees at fiscal year-end is set forth below.

ACFE= Audit Committee Financial Expert

CHAIR= Board Committee Chair

The Board has determined that all members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee qualify as independent directors as defined under the Nasdaq corporate governance rules.

The charters of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee may be viewed on our website at www.regiscorp.com under "Corporate Governance" on the "Investor Relations" page. The charters are also available in printed form free of charge to any shareholder who requests them by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416. The charters include information regarding the committees' composition, purpose, and responsibilities.

Audit Committee

The Audit Committee assists the Board in discharging its oversight responsibility to the shareholders and investment community regarding: (i) the integrity of the Company's financial statements and internal controls over financial reporting, (ii) the independence, qualifications and performance of the Company's independent auditor, (iii) the performance of the Company's internal audit function, and (iv) the Company's compliance with legal and regulatory requirements.

In carrying out these duties, the Audit Committee maintains free and open communication among the Board, the independent auditor, and the Company's management. The Audit Committee meets with management and the independent auditor at least quarterly, generally prior to the Company's earnings releases to discuss the results of the independent auditor's quarterly reviews and fiscal year-end audit.

The Board has determined that all members of the Audit Committee meet the Nasdaq definitions of independence and financial literacy for Audit Committee members. In addition, the Board has determined that each of Ms. Benacci and Mr. Merriman, each of whom is also an independent director, is an audit committee financial expert ("ACFE") for purposes of the SEC rules and possesses accounting or related financial management expertise required by the Nasdaq. Members serving on the Audit Committee do not currently serve on the audit committees of more than three public companies.

Compensation Committee

The primary responsibilities of the Compensation Committee are to determine and approve, or to make recommendations to the Board with respect to, the compensation and benefits packages of the Company's executives and to consider and to recommend incentive compensation and equity-based compensation plans. The Compensation Committee also reviews director compensation, oversees the evaluation of the Chief Executive Officer, and evaluates on an annual basis its own performance and the adequacy of its charter. Additional information about the responsibilities of the Compensation Committee is provided below in the Compensation Discussion and Analysis section of this Proxy Statement. The Board has determined that all

members of the Compensation Committee meet the Nasdaq definition of independence applicable to Compensation Committee members. In connection with Ms. Rhoades not seeking re-election to the Board at the Annual Meeting, the Board has elected Mr. Mansbach to succeed Ms. Rhoades as Chair of the Compensation Committee after Ms. Rhoades' term ends at the Annual Meeting.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee discharges the Board's responsibilities related to general corporate governance, including Board organization, membership, and evaluation. The Nominating and Corporate Governance Committee also monitors Board qualifications and orientation of new directors, assists with the annual Chief Executive Officer evaluation, reviews and resolves any director conflicts of interest, and presents qualified individuals for election to the Board. In addition, the Nominating and Corporate Governance Committee annually reviews the Corporate Governance Guidelines. It also reviews and approves, if appropriate, any related party transactions in accordance with the Company's Related Party Transaction Approval Policy. Finally, the Nominating and Corporate Governance Committee oversees the evaluation of the performance of the Board and each standing committee of the Board. For further information regarding our director nomination process, see "Director Nomination Process" above. In connection with Mr. Light not seeking re-election to the Board at the Annual Meeting, the Board has elected Ms. Lintonsmith to succeed Mr. Light as Chair of the Nominating and Corporate Governance Committee after Mr. Light's term ends at the Annual Meeting.

How Our Directors Are Paid

We designed our director compensation program to address the time, effort, expertise, and accountability required of active Board membership, with consideration given to industry comparisons of directors' compensation. Our Board believes that annual compensation for non-employee directors should consist of both cash, to compensate directors for their service on the Board and its committees, and equity, to align the interests of directors and our shareholders. By vesting over time, equity awards also create an incentive for continued service on our Board.

Compensation of our directors is reviewed and determined by the Board on an annual basis. Employee directors do not receive any cash or other compensation for their services as directors. Each of the cash compensation and the equity compensation for non-employee directors who serve during only a portion of a fiscal year is pro-rated. In October 2024, the Board reviewed our director compensation and determined not to increase the cash compensation program for fiscal 2025; however, following review of relevant benchmarking data, the Board approved an additional annual cash retainer of $40,000 for the Chair of the Board to recognize the additional responsibilities of the Chair role. While no equity awards were granted in fiscal 2024, the Board resumed the grant of equity awards, in the form of restricted stock units ("RSUs"), to the Company's non-employee directors for fiscal 2025, following shareholder approval of additional shares for issuance under our equity compensation plan. Accordingly, the fiscal 2025 director compensation program is described below:

The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2025, information concerning their annual and long-term compensation earned during such fiscal year.

Fiscal 2025 Director Compensation Table

The following table shows, for each of our current non-employee directors, the aggregate number of stock and option awards outstanding as of June 30, 2025:

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Background

Our Company

At Regis, we exist to unleash the beauty of potential. We have defined four specific values and reciprocal behaviors that will drive our direction and actions:

These values are who we are, they're why we are. We live by these values every single day via our employees, franchisees, stylists, brands, services, and products. Our brands, which include Supercuts, SmartStyle, Cost Cutters, Roosters, and First Choice Haircutters, are in the business of making people look and feel their best.

As of June 30, 2025, the Company franchised or owned 3,941 salons primarily in North America, consisting of 3,647 franchised salons and 294 Company-owned salons remaining. During fiscal 2025 the Company acquired 314 salons across the Supercuts, Cost Cutters, and Holiday Hair brands, which were previously franchised, through the acquisition of Super C Group, LLC d/b/a Alline Salon Group ("Alline"), which was the Company's largest franchisee. The acquisition provides the Company with an additional proving ground to test and learn business driving initiatives in a controlled environment before broader franchise implementation.

We believe in creating a culture of striving for the best for our approximately 1,777 employees. That culture is also diverse and inclusive; approximately 94% of our employees are women, and approximately 58% of the Company's leadership positions are held by women. Additionally, we enable hundreds of people to become small business owners through our franchise system.

Our Named Executive Officers

The Compensation Discussion and Analysis (the "CD&A") section of this Proxy Statement will provide you with information concerning the basic objectives, principles, decisions, material elements, processes, amounts, and rationale underlying the compensation of our Named Executive Officers ("NEOs"). As a "smaller reporting company" under the rules of SEC, we are taking advantage of certain scaled disclosure rules, including reduced disclosure obligations regarding the compensation of our NEOs. For fiscal 2025, our NEOs are:

Executive Summary

Our Executive Pay Plan

Our fiscal 2025 annual compensation plan includes three main components: base salary, short-term incentives, and long-term incentives.

The elements of our fiscal 2025 compensation plan include:

Our 2024 Say-on-Pay Vote Result

At our 2024 annual meeting of shareholders, shareholders holding approximately 99% of the votes cast on our say-on-pay proposal voted in favor of our executive compensation program.

How We Design Executive Pay

Compensation Philosophy

Our executive compensation programs are based on our belief that attracting, retaining, and motivating talented executives is critical to the maintenance of our competitive advantage in the haircare industry and to the achievement of the business goals set by the Board. Accordingly, our executive compensation programs are designed to reward executives for achieving our financial and business goals, while also aligning our executives' interests with those of our shareholders.

The Compensation Committee has adopted a compensation philosophy that centers on the following guiding principles:

Generally target total direct compensation at market rates, with the following considerations:

As a result of the Company's limited financial flexibility in recent years, annual compensation for our NEOs has remained generally flat. From time to time, the Compensation Committee has provided special bonuses or awards that were tailored to recognize certain objectives and accomplishments. Accordingly, while the Compensation Committee considers the compensation philosophy described above when reviewing compensation each year, actual decisions in recent years have been driven by the Company's financial circumstances and specific achievements. As a result of the Company's recent financial circumstances, the Compensation Committee believes our NEOs' compensation has been below market median, but that this positioning has been appropriate in recognition of the financial limitations we have faced, some of which were alleviated with the successful debt restructuring in June 2024.

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

The Compensation Committee also recognizes the need to remain flexible to address particular circumstances as they arise so that we can remain competitive in retaining talent and to incentivize executives to achieve our current strategic objectives.

Review of External Market Data

In fiscal 2025, the Compensation Committee did not make any changes to base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not benchmark our fiscal 2025 executive compensation against a peer group or the broader market.

However, in prior years, and in connection with various decisions about compensation levels for our NEOs, the Compensation Committee has considered compensation in the external market as one factor in its executive compensation decisions, examining both relevant broad retail industry data and data from a group of companies it considers representative of its competitors for executive talent.

Following the Compensation Committee's general review of the compensation program for fiscal 2025, the Compensation Committee adopted the Cash LTIP to further strengthen the link between pay and performance. The Cash LTIP is described more fully under the heading "Long Term Incentive Decisions for Fiscal 2025" in the CD&A section of this Proxy Statement.

Role of the Compensation Committee

The Compensation Committee is charged with developing and administering the base salary, annual and long-term incentives, and benefit programs for our executives. Our annual cash incentive program is typically referred to as our "bonus" program, and the bonus payments are generally reported as "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table of this Proxy Statement. In developing our compensation programs, a basic objective for the Compensation Committee was that the total compensation awarded to the NEOs be fair, reasonable, and competitive. This objective is consistent with our executive pay philosophy.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to the compensation of our executives. Accordingly, the primary duties and responsibilities of the Compensation Committee are:

Role of Executive Officers in Compensation Decisions

Our President and Chief Executive Officer, which role is currently served by our Interim President and Chief Executive Officer, furnishes his input to the Compensation Committee regarding the compensation of the Company's executives, including the other NEOs, and he may be present during deliberations and voting on the other executives' compensation. However, our President and Chief Executive Officer (currently, our Interim President and Chief Executive Officer), is not present during deliberations and voting regarding his own compensation or during other executive sessions of the Compensation Committee.

Role of the Independent Compensation Consultant

Since fiscal 2018, the Compensation Committee has engaged Pay Governance LLC ("Pay Governance"), an independent consulting firm, to provide to it executive compensation consulting services. The Compensation Committee assessed Pay Governance's independence pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent Pay Governance from independently representing the Compensation Committee.

Since it was engaged by the Compensation Committee, Pay Governance worked with the Compensation Committee and Company management to establish incentive plan designs, supported the Compensation Committee with shareholder engagement efforts, and assisted the Compensation Committee on other activities in support of its responsibilities as set forth in its charter. The Chair of the Compensation Committee worked directly with Pay Governance to determine the scope of the work needed to assist the Compensation Committee in its decision-making processes. Pay Governance worked with management, at the direction of the Compensation Committee, to fully understand the future business direction and the historical, current, and desired future direction of our pay policies and practices, as well as to facilitate the development of our compensation strategies, including the approach to determining compensation levels.

	Name			Base Salary at June 30, 2024 (Annualized) ($)			Base Salary at June 30, 2025 (Annualized) ($)			Increase/(Decrease) (%)
	Jim B. Lain			425,000			425,000			-
	Kersten D. Zupfer			425,000			425,000			-
	Matthew Doctor			600,000			600,000			-

Performance Measure

Weighting1

Performance Goal2

Description

Award Multiplier

Actual Result

Achievement as a % of Total AIC Target

Company Performance Goal (Adjusted EBITDA calculated as described above)

80% of Total AIC

Threshold

Adjusted EBITDA less than $26.6 million

-

Adjusted EBITDA = $32.7 million

76%

Target

Adjusted EBITDA equal to $34.06 million

100%

Maximum

Adjusted EBITDA greater than $34.06 million

No Max

SWS

20% of Total AIC

Threshold

SWS less than $1.128 billion

-

SWS = $1.105 billion

0%

Target/Maximum

SWS greater than or equal to $1.145 billion

100%

1	Weighting percentage is a percentage of the total AIC target.

2	EBITDA achievement multiplier to be determined as a percentage of EBITDA Target (dividing Actual EBITDA by Target EBITDA). For the SWS measure, if the measured amount achieved is between certain of the performance goals, the award multiplier will be determined through linear interpolation.

For purposes of determining the amount earned and accrued under the Cash LTIP for fiscal 2025, Adjusted EBITDA was calculated consistent with the calculation used for the AIC payouts.

Generally, if a participant's employment is terminated before one or both of the Payment Dates, the participant's rights to any accrued but unpaid amount under the Cash LTIP will be forfeited. However, if a participant's employment is terminated without "cause" or due to death or disability, the participant will receive a prorated or full award (depending on the time of termination) on the Payment Dates, based on actual performance during the Performance Period. In the event of a "change in control" during the Performance Period, achievement of EBITDA thresholds will be determined by the Compensation Committee in its discretion with reference to the Company's most recent Adjusted EBITDA projection or budget. Any earned bonuses based on the foregoing will be paid within 60 days following the change in control. "Cause" and "change in control" are as defined in the amended and restated Regis Corporation 2018 Long Term Incentive Plan (the "2018 Plan").

Other Compensatory Decisions Applicable to Fiscal 2025

Alline Acquisition Bonus

Upon consultation with its independent compensation consultant, the Compensation Committee approved special discretionary cash performance bonuses to certain employees in recognition of their contributions to the Company's successful acquisition of Alline. Ms. Zupfer, the only NEO who received such a special discretionary cash bonus, received a bonus in the amount of $71,400.

Benefits

Consistent with our current compensation philosophy, we provide benefits that align with the market median and with current market practices. The benefits we provided to our NEOs in fiscal 2025 are summarized in the footnotes to the Summary Compensation Table in this Proxy Statement or are otherwise reported in the accompanying tables, including footnotes. Current benefits for our NEOs include core benefits available to all full-time employees (e.g., coverage for medical, dental, prescription drugs, basic life insurance, and long-term disability coverage), 401(k) plan matching contributions, and the Stock Purchase Plan.

Key Compensatory Decisions Applicable to Fiscal 2026

In connection with Mr. Lain's appointment as Interim President and Chief Executive Officer, the Compensation Committee increased his base salary to $550,000 and his target annual incentive to 100% of base salary for the period of his interim service. Mr. Lain is also eligible for a $100,000 interim service bonus subject to the terms of the letter agreement regarding his interim appointment.

In connection with Mr. Doctor's resignation as President and Chief Executive Officer, he agreed to provide services to the Company as a part-time employee through August 31, 2025, subject to the terms of a transition agreement. Pursuant to the transition agreement, Mr. Doctor was paid 50% of his prior base salary during the transition term.

Subsequent to fiscal 2025, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2026. Following review of relevant benchmarking data, the Compensation Committee increased Ms. Zupfer's base salary to $470,000, effective September 1, 2025, to better align her to market and recognize her many contributions and expanded leadership roles, including oversight of Human Resources.

No other changes to the base salaries or AIC targets of any of our other NEOs were made. The Compensation Committee will continue to evaluate long-term incentives for our NEOs following the Annual Meeting to ensure that our NEOs' interests are aligned with those of our shareholders.

Governance Policies and Additional

Compensation-Related Items

We believe in holding ourselves to a high standard of ethics, transparency, and accountability. Accordingly, we have adopted corporate governance practices and policies that, in many cases, go beyond SEC and Nasdaq requirements to reflect emerging best practices.

Compensation Recovery Policy

We previously maintained a compensation recovery policy covering recovery of bonuses and equity compensation received by executive officers under certain circumstances. In light of the incentive compensation recovery rules and stock exchange listing standards that became effective in fiscal 2024, we adopted a mandatory compensation recovery policy (the "Mandatory Compensation Recovery Policy"). The Mandatory Compensation Recovery Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by Section 16 officers of the Company. This policy provides that, in the event of an accounting restatement due to material non-compliance with any financial reporting requirement, the Company will recover the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts.

Stock Ownership by Our Named Executive Officers

The Board believes that each of our executives who has reached the level of Senior Vice President or above should be a shareholder and should have a significant financial stake in the Company. Accordingly, the Compensation Committee adopted stock ownership requirements, which are reflected in our Corporate Governance Guidelines, requiring each executive to hold our common stock having a fair market value equal to a multiple of their base salary, as set forth below:

The current stock ownership requirements were established in April 2013. All shares beneficially owned by an executive are included in the calculation, except that shares subject to performance-based vesting conditions, shares subject to unexercised stock options, and SARs are not included. For purposes of the stock ownership calculation, shares are valued at the greater of (i) the average closing price of one share of the Company's common stock during the most recent fiscal year and (ii) the closing price on the last day of the most recent fiscal year.

In addition, our Corporate Governance Guidelines contain a stock retention requirement that mandates executives to retain at least 75% of the shares they received from equity compensation awards, net of shares withheld or tendered to satisfy withholding taxes, until the stock ownership requirement is satisfied.

Based on their current holdings and status as current executive officers, Mr. Lain and Ms. Zupfer each remain subject to our stock retention requirement. Mr. Doctor is no longer subject to our stock retention requirement, but was subject to our stock retention requirements for fiscal 2025. None of the NEOs sold any shares during fiscal 2025. The Nominating and Corporate Governance Committee is responsible for measuring and monitoring compliance with these guidelines.

Policies and Practices Related to the Grant of Equity Awards

We do not have any formal policy that requires us to grant, or avoid granting, equity awards at certain times. Historically, the Compensation Committee approved the issuance of equity awards in connection with employee retention, annual compensation decisions at its first regular meeting of the year, and, when appropriate, in connection with the hire of an executive officer. At times, when NEO compensation decisions are made outside of the Company's regular meetings, our Board and the Compensation Committee may approve equity awards for NEOs as needed. In certain cases, the Compensation Committee approves equity awards to be granted later when the trading window under the Company's insider trading policy opens. As a result, in all cases, the timing of grants of equity awards, including SARs and stock options, occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

During fiscal 2025, we did not award SARs or stock options to any of our NEOs.

Employment Agreements and Post-Employment Compensation

We are parties to certain compensatory arrangements with our NEOs, as described below under the "Summary of Arrangements with Named Executive Officers" section of this Proxy Statement. The purpose of these arrangements is to reflect the compensatory terms agreed to in connection with attracting talented executives to our Company. 

All of our NEOs are eligible for certain compensation and other benefits if his or her employment terminates due to certain articulated reasons (including in connection with a change in control). Receipt of these benefits generally requires the executive to comply with certain post-termination covenants and execute a release of claims in favor of the Company. The Compensation Committee and the Board recognize the importance of avoiding the distraction and loss of key management personnel that may occur in connection with certain leadership transitions, as well as any rumored or actual change in control of the Company. Accordingly, the Compensation Committee and the Board have structured the terms for severance to incentivize the executives to remain employed by the Company during any transition or while a transaction is under consideration or pending, and to not favor one transaction structure over another merely because of the impact on his or her compensation.

Deductibility of Executive Compensation

I.R.S. Code Section 162(m) precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our "covered employees".

The Compensation Committee continues to believe that a significant portion of our executives' compensation should be tied to the Company's performance and that shareholder interests are best served if the Company's discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the Company. The Compensation Committee's ability to continue to provide a competitive compensation package to attract, motivate, and retain the Company's most senior executives is considered critical to the Company's success and to advancing the interests of its shareholders.

Regulatory Considerations

The Compensation Committee considered (i) the accounting treatment of various types of equity-based compensation under Accounting Standards Codification ("ASC") Topic 718 and (ii) the non-deductibility of excess parachute tax payments under Code Section 280G (and the related excise tax imposed on covered employees under Code Section 4999) in its design of executive compensation programs. In addition, the Compensation Committee considered other tax and accounting provisions in developing the compensation programs for our NEOs. These considerations included the special rules applicable to non-qualified deferred compensation arrangements under Code Section 409A, as well as the overall income tax rules applicable to various forms of compensation. While the Compensation Committee strove to compensate our NEOs in a manner that produced favorable tax and accounting treatment, its main objective was to develop fair and equitable compensation arrangements that appropriately motivate, reward, and retain those executives.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table shows each individual who served as our principal executive officer in fiscal 2025 and the two other most highly compensated executive officers in fiscal 2025 who were still serving as such on June 30, 2025 (together, referred to as the "Named Executive Officers" or "NEOs"), along with information concerning compensation earned for services in all capacities during each of the fiscal years ended June 30, 2025 and 2024.

Narrative Disclosure to Summary Compensation Table

Summary of Arrangements with Named Executive Officers

The following section addresses the key elements of the compensation arrangements with each of our NEOs, including the key terms of any letter agreements or employment agreements between the NEO and the Company. Mr. Lain did not have an individual compensatory arrangement with the Company for fiscal 2025.

Interim CEO Offer Letter Agreement with Mr. Lain

Upon approval of the Compensation Committee of the Board, on June 20, 2025, the Company entered into an Interim CEO Offer Letter Agreement (the "Interim CEO Agreement") with Mr. Lain, pursuant to which he became Interim President and Chief Executive Officer of the Company, subject to the terms of the agreement. For the period of his interim service, Mr. Lain's base salary will be increased to $550,000 and his target annual incentive will be increased to 100% of base salary. Mr. Lain will also be eligible for a $100,000 interim service bonus subject to certain terms set forth in the Interim CEO Agreement.

Compensatory Arrangements with Ms. Zupfer

On December 1, 2014, the Company entered into an employment agreement with Ms. Zupfer in connection with her employment with the Company. Pursuant to the agreement, Ms. Zupfer is entitled to (i) receive an annual base salary, the amount of which is reviewed annually by the Compensation Committee and subject to adjustment, (ii) receive an annual incentive award, which is set as a percentage of Ms. Zupfer's then-current base salary for achievement of target performance, but the actual payout may be less than or greater than such amount for actual performance that is less than or greater than target, respectively, (iii) participate in the Company's long-term equity incentive program on the same basis as the Company's other executive officers, with the value of the awards being set annually by the Compensation Committee, and (iv) receive life insurance and health and welfare benefits offered to other full-time employees.

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

Ms. Zupfer's employment agreement further provides that severance payments will be paid over the course of the severance period and offset by any compensation Ms. Zupfer receives from other substantially full-time employment during the severance period. However, in fiscal 2017, the Compensation Committee modified this provision to provide that severance will not be offset

by non-competitive employment. The severance payments are contingent upon Ms. Zupfer signing, and not rescinding, a release of claims and complying with certain non-competition and non-solicitation covenants. The Company's remedies for violation of restrictive covenants include injunctive relief and forfeiture of severance benefits.

Compensatory Arrangements with Mr. Doctor

Upon approval of the Compensation Committee of the Board, on June 20, 2025, the Company entered into a Resignation and Transition Letter Agreement with Mr. Doctor, pursuant to which he would provide services to the Company as a part-time employee from July 1, 2025 through August 31, 2025 (the "Transition Term"), subject to the terms of the agreement. Mr. Doctor was paid 50% of his current base salary during the Transition Term. In addition, Mr. Doctor remained eligible for payment under his fiscal 2025 annual incentive award. In connection with his resignation, he was not entitled to any severance benefits.

Sign-On, Relocation, and Related Benefits

When executive officers join the Company, from time to time, we have agreed to sign-on incentives and relocation benefits that are not part of their ongoing compensation to incentivize them to leave their former employers and join the Company. No such benefits were provided to the NEOs in fiscal 2024 or 2025.

Senior Executive Severance Policy

Certain of our executive officers participate in the Senior Executive Severance Policy (the "Severance Policy") under which Senior Vice Presidents and above without an individual employment agreement are entitled to receive the following severance benefits if the executive's employment is terminated without Cause: (i) one year of base salary paid in installments over a period of 12 months; (ii) a pro rata bonus for the fiscal year in which termination occurs based on actual performance, if it can be calculated, but not to exceed (A) the target bonus amount prior to proration based on actual achievement for an executive who worked nine months or more during a fiscal year, (B) if actual achievement cannot be calculated, a bonus amount based on the average payout of other eligible continuing executives for an executive who worked nine months or more during a fiscal year, or (C) 75% of the target bonus amount for an executive who worked less than nine months during the fiscal year; and (iii) continuation of certain medical benefits for up to 12 months unless and until the executive is covered under the health and/or dental insurance policy of a new employer. The severance benefits are subject to the executive signing a release in favor of the Company and complying with one-year non-competition and non-solicitation restrictions. Because Mr. Lain does not have an individual employment agreement with the Company, he is eligible for severance benefits under the Severance Policy if he has a qualifying termination. Mr. Doctor's letter agreement incorporated the Severance Policy in the event of a qualifying termination of his employment under the letter agreement, subject to certain alternative definitions described above.

Under the Severance Policy, "Cause" is defined as (a) acts resulting in a felony conviction under any federal or state statutes that is materially detrimental to the financial interests of the Company; (b) willful non-performance by the employee of the employee's material employment duties (other than by reason of the employee's physical and/or mental incapacity) after reasonable notice to the employee and reasonable opportunity (not less than 30 days) to cease such non-performance; or (c) willfully engaging in fraud or gross misconduct which is detrimental to the financial interests of the Company.

Long-Term Incentive Awards Granted to Named Executive Officers

The terms of the equity awards granted as part of the current long-term incentives are summarized below:

Cash-Settled SARs, Stock Options, and RSUs under the 2018 Plan

Equity awards were not granted in fiscal 2024; however, following shareholder approval of additional shares for issuance under our equity compensation plan in November 2024, RSUs were granted to Mr. Lain, Ms. Zupfer, and Mr. Doctor on November 22, 2024 as part of their annual long term incentive compensation for fiscal 2025. The SARs and stock options granted in fiscal 2023 and the RSUs granted in fiscal 2025 are eligible to vest in equal installments on the first three annual anniversaries of the date of grant.

In the event of a termination of employment, unvested SARs, stock options, and RSUs are generally forfeited; provided, however:

Under the award agreement, "Good Reason" is defined as the occurrence, without the express written consent of the participant, of any of the following: (i) any material diminution in the nature of the participant's authority, duties, or responsibilities; (ii) any reduction by the Company in the participant's base salary then in effect or target bonus percentage (other than any reduction mutually agreed upon by the Company and the participant), other than an across-the-board reduction of not more than 10% that applies to all other executives who report to the Chief Executive Officer of the Company; or (iii) following a Change in Control, failure by the Company to continue in effect (without substitution of a substantially equivalent plan or a plan of substantially equivalent value) any compensation plan, bonus, or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan or other benefit plan or arrangement in which the employee is then participating; provided that, the participant notifies the Company within 90 days of the occurrence of the condition and the Company fails to remedy such condition within 30 days of receiving such notice (the "Cure Period") and the participant delivers to the Company's General Counsel written notice of resignation within 30 days following the end of the Cure Period, designating an employment termination date no later than 120 days following the end of the Cure Period.

SPMP Matching RSUs

Matching RSUs granted as part of our Stock Purchase and Matching RSU Program (the "SPMP") during fiscal year 2021 are subject to a five-year continued service and cliff vesting conditions and participants are also required to hold their underlying purchased shares for the same five-year period to avoid a reduction in the number of unvested RSUs. The matching RSUs earn dividend equivalents but have no voting rights. If a participant's employment is terminated (i) without Cause or for Good Reason, in each case within 12 months following a Change in Control or (ii) due to death or disability, if the termination occurs (a) prior to the third anniversary of the grant date, a pro-rated amount of the matching RSUs will vest or (b) on or after the third anniversary of the grant date, 100% of the matching RSUs will vest.

Under the award agreement, "Good Reason" is defined as the occurrence, without the express written consent of the participant, of any of the following: (i) any material diminution in the nature of the participant's authority, duties, or responsibilities; (ii) any reduction by the Company in the participant's base salary then in effect or target bonus percentage (other than any reduction mutually agreed upon by the Company and the participant), other than an across-the-board reduction of not more than 10% that applies to all other executives who report to the Chief Executive Officer of the Company; or (iii) following a Change in Control, failure by the Company to continue in effect (without substitution of a substantially equivalent plan or a plan of substantially equivalent value) any compensation plan, bonus, or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan or other benefit plan or arrangement in which the participant is then participating; provided that, the participant notifies the Company within 90 days of the occurrence of the condition and the Company fails to remedy such condition within 30 days of receiving such notice (the "Cure Period") and the participant delivers to the Company's General Counsel written notice of resignation within 30 days following the end of the Cure Period, designating an employment termination date no later than 120 days following the end of the Cure Period.

The 2018 Plan Definitions

The 2018 Plan provides the following definitions:

provided, however, that for any payment with respect to any award under the 2018 Plan that is subject to Section 409A of the Code, the Change in Control must also be a change in control event under Treasury Regulations Section 1.409A-3(i)(5).

provided that, the employee notifies the Company within 90 days of the occurrence of such conduct and the Company fails to remedy such conduct within 30 days of receiving such notice (the "Cure period") and the employee delivers written notice of resignation to the Company's General Counsel within 30 days following the end of the Cure Period.

Retirement Plans and Arrangements

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

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

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

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of June 30, 2025.

Pay Versus Performance

The following table sets forth additional compensation information of our Chief Executive Officer ("CEO"), and our other NEOs (averaged), along with total shareholder return and net income performance results for fiscal years 2023, 2024, and 2025:

Relationship Between Pay and Performance

The charts shown below present a graphical comparison of Compensation Actually Paid to our CEOs and the average Compensation Actually Paid to our Other NEOs set forth in the Pay Versus Performance Table above, as compared against the following performance measures: our (1) total shareholder return ("TSR") and (2) net income (loss).

Compensation Actually Paid Versus Company TSR

 

Compensation Actually Paid Versus Net Income (Loss)

 

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued under all of our stock-based compensation plans in effect as of June 30, 2025.