ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 5, 2022, Regis Corporation (the "Company") announced Matthew Doctor as
the Company's President and Chief Executive Officer (CEO) and will be appointed
as a director on the Company's Board of Directors (the "Board") effective May 5,
2022 ("Start Date"). Mr. Doctor, 35, had been serving as interim CEO since
December 2021. Prior to being named interim CEO, Mr. Doctor was Executive Vice
President and Chief Strategy Officer. Prior to joining the Company in February
2021, he was a Partner of Kava Restaurants LLC, a Tim Horton's franchisee. Prior
to Kava, Matt held several roles at Restaurant Brands International, including
Head of Global Development and Franchisee Performance for the Burger King brand.
Matt started his career in investment banking with J.P. Morgan.
Letter Agreement with Mr. Doctor
On May 4, 2022, the Company entered into a letter agreement with Mr. Doctor (the
"Doctor Agreement"), pursuant to which Mr. Doctor will receive a base salary of
$600,000 per year, an annual target bonus opportunity equal to 125% of his
annual base salary (up to a maximum payout of 225% of his annual base salary).
Mr. Doctor was also granted non-qualified stock options to purchase 875,000
shares of common stock, each of which was granted on the Start Date pursuant to
the Company's Long Term Incentive Plan. The exercise price of the stock options
will be the closing price of a share on the Start Date subject to service-based
vesting conditions and will vest 20% on the first (1st) anniversary, 20% on the
second (2nd) anniversary, and 60% on the third (3rd) anniversary of the grant
date, subject to Mr. Doctor's continued employment on such date.
If Mr. Doctor's employment is terminated either by the Company without Cause or
by Mr. Doctor for Good Reason, Mr. Doctor will be eligible for severance
benefits under the Company's Senior Executive Severance Policy.
The foregoing description is not a complete description of the Doctor Agreement
and is qualified in its entirety by reference to the full text of the Doctor
Agreement, a copy of which is attached hereto as Exhibit 10.1, which is
incorporated herein by reference. In connection with the execution and entry
into the Doctor Agreement, Mr. Doctor also executed a Non-Compete,
Non-Disclosure, Non-Solicitation and Non-Hire Agreement, a copy of which is
attached hereto as Exhibit 10.1, which is incorporated herein by reference.
A copy of the press release announcing the matter described in this Item 5.02 is
attached herewith as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number
10.1 Offer Letter, Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire
Agreement, between Matthew Doctor and Regis Corporation, dated May 4, 2022.
99.1 Regis Corporation News Release Dated May 5, 2022.
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