Kersten Zupfer
REGISAbout Kersten Zupfer
Kersten D. Zupfer is Executive Vice President and Chief Financial Officer of Regis Corporation, appointed in November 2019; in August 2024 her remit expanded to include People, Legal, and Real Estate functions. She has been with Regis since February 2007 and is 50 years old. Recent performance metrics tied to her incentive plans include Adjusted EBITDA of $32.7 million versus a $34.06 million target (76% payout on the EBITDA component) and SWS of $1.105 billion versus a $1.145 billion target (0% payout), with company pay-versus-performance disclosures showing net income of $123.536 million for FY2025 and TSR near parity vs. a 2022 $100 baseline (value of $103 in FY2025). Liquidity and capital structure disclosed in Q4 FY2025 include $25.9 million of available liquidity, $17 million in cash, $125.3 million of outstanding debt (ex PIK accruals and warrants), and $216.6 million of operating lease liabilities tied to franchisees’ leases.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regis Corporation | EVP & CFO | Nov 2019 – Present | Expanded scope to oversee People, Legal, Real Estate, supporting transformation and governance alignment. |
| Regis Corporation | SVP & Chief Accounting Officer | Nov 2017 – Nov 2019 | Led accounting and financial reporting functions during transition to franchising-heavy model. |
| Regis Corporation | VP, Corporate Controller & Chief Accounting Officer | Dec 2014 – Nov 2017 | Strengthened internal controls and corporate accounting. |
| Regis Corporation | Progressive Finance Roles | Feb 2007 – Dec 2014 | Finance leadership across accounting and FP&A; set foundation for CFO role. |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (Annualized) ($) | $425,000 | $425,000 |
| Salary Paid ($) | $457,000 | $457,000 (includes ~$32,000 auto allowance reported as salary) |
| Target AIC (% of Salary) | 70% | 70% |
| Target AIC ($) | $297,500 | $297,500 |
| Discretionary Bonus ($) | — | $71,400 (Alline acquisition bonus) |
| All Other Compensation ($) | $328 | $492 |
Note: Footnote clarifies the automobile allowance is reported in “Salary” but excluded from base salary for determining other compensation/benefits.
Performance Compensation
Annual Incentive Compensation (AIC) – FY2025
| Metric | Weighting | Target | Actual | Payout Result |
|---|---|---|---|---|
| Adjusted EBITDA | 80% | $34.06 million | $32.7 million | 76% of total AIC target achieved (driven by EBITDA) |
| SWS | 20% | ≥ $1.145 billion | $1.105 billion | 0% of total AIC target achieved |
| Overall AIC Payout | — | — | — | $226,100 paid; Calculated AIC % 76% |
Executive Long-Term Cash Incentive Plan (Cash LTIP)
| Feature | Detail |
|---|---|
| Structure | Cash bonus tied to growth in Adjusted EBITDA over three-year period ending June 30, 2027; accrues annually and pays 50% on Sep 15, 2027 and 50% on Jul 14, 2028. |
| Award Percentage | ~11% for each executive officer including Ms. Zupfer. |
| FY2025 Accrual | $133,712 earned (reported under Non-Equity Incentive Plan Compensation to be paid later). |
| Termination & CIC | For termination without cause/death/disability, prorated/full awards paid on normal Payment Dates; upon change-in-control, payouts within 60 days per Committee determination. |
Equity Awards – Time-Based RSUs
| Grant Date | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Nov 22, 2024 | 5,400 | $121,500 | 1/3 on each of the first three anniversaries of grant (Nov 22, 2025; Nov 22, 2026; Nov 22, 2027). |
Outstanding Options/SARs (as of Jun 30, 2025)
| Award Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Option | 5,625 | — | 55.20 | 11/05/2031 |
| Stock Option | 3,749 | 1,876 | 30.40 | 08/26/2032 |
| Cash-settled SAR | 5,625 | — | 55.20 | 11/05/2031 |
| Cash-settled SAR | 3,749 | 1,876 | 30.40 | 08/26/2032 |
| Stock-settled SAR | 569 | — | 216.80 | 08/31/2025 |
| SPMP RSU | — | 1,263 | — | Cliff vest on 12/21/2025 (5th anniversary); MV $29,049 at FY2025 YE |
Equity grant policy notes: No FY2024 grants; RSUs granted Nov 22, 2024 post shareholder approval; timing independent of MNPI; unvested awards generally forfeited on termination with pro-rata vesting in specified cases and double-trigger protection around change-in-control per 2018 Plan.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 16,163 shares beneficially owned (<1% of class) as of Sep 2, 2025. |
| Components | Includes 11,250 shares via stock options exercisable within 60 days. |
| Shares Outstanding | 2,435,979 shares as of Sep 2, 2025. |
| Ownership Guidelines | EVP required to hold stock equal to 2x base salary; must retain at least 75% of net shares from equity awards until guideline satisfied. |
| Compliance Status | Ms. Zupfer remains subject to the retention requirement (not yet at guideline); none of the NEOs sold shares in FY2025. |
| Hedging/Pledging | Hedging prohibited; pledging/margin accounts prohibited except limited CFO-approved exceptions. |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | Dated Dec 1, 2014; provides base salary, annual incentive opportunity, and participation in LTIP; benefits align with other full-time employees. |
| Severance (No Cause/Good Reason) | 1x annual base salary + prorated bonus for year of termination (based on actual performance) + 12 months benefits continuation, subject to release and covenant compliance. |
| Good Reason (Examples) | Material diminution in duties; material reduction in base salary (except commensurate across-the-board cuts); failure to continue comp/benefit plans; breach of agreement; relocation >30 miles; failure of successor to assume obligations. |
| Cause (Examples) | Felony conviction detrimental to financial interests; willful nonperformance after notice/opportunity to cure; willful fraud or gross misconduct materially detrimental. |
| Change-in-Control | Double-trigger structure; pro-rated vesting of certain awards upon qualifying termination within 12 months post-CIC; Cash LTIP pays within 60 days post-CIC per Committee determination. |
| Clawback | Policy updated to comply with SEC/Nasdaq; recovery of erroneously awarded comp for Section 16 officers upon certain restatements. |
| Tax Gross-Ups | Company policy: no tax gross-ups on perquisites or golden parachutes. |
| Non-Compete/Non-Solicit | Covenant compliance required for severance eligibility under employment agreement. |
Performance & Track Record
- FY2025 incentive outcomes aligned primarily to EBITDA: achieved $32.7 million vs $34.06 million target (76% payout), while SWS missed (0%), supporting pay-for-performance calibration.
- Company’s pay-versus-performance table shows net income improved to $123.536 million in FY2025 vs $91.060 million FY2024 and $(7.385) million FY2023; TSR tracked near flat vs FY2022 baseline ($103 FY2025; $106 FY2024; $103 FY2023).
- CFO commentary emphasized liquidity discipline ($25.9 million available; $17 million cash), debt management ($125.3 million debt ex PIK and warrants), and franchise-related lease liabilities ($216.6 million) serviced by franchisees.
- Recognized for Alline acquisition execution with a $71,400 discretionary bonus; RSUs granted post-shareholder approval to align long-term incentives.
Say-on-Pay & Compensation Governance
- 2024 say-on-pay approval ~99%, indicating strong shareholder support for executive compensation program.
- Independent Compensation Committee advised by Pay Governance; committee oversees base, annual, and long-term incentives and engages in periodic risk assessments.
Investment Implications
- Compensation alignment: Heavy weighting to Adjusted EBITDA in AIC and the Cash LTIP (three-year horizon) ties pay to profitability and cash generation, with missed SWS limiting payouts—indicative of disciplined pay-for-performance.
- Retention and selling pressure: Time-based RSUs (5,400 shares) with multi-year vesting and 75% share retention until 2x salary guideline is met reduce near-term selling pressure; proxy notes she remains subject to retention requirements and no NEO sales in FY2025.
- Governance quality: Double-trigger CIC terms, clawback compliance, no tax gross-ups, and hedging/pledging restrictions mitigate misalignment and headline risk; severance is market-standard (1x salary + prorated bonus).
- Execution risk: FY2025 EBITDA target was narrowly missed while net income improved materially; liquidity and leverage are actively managed, but debt remains significant—continued delivery on EBITDA growth under the Cash LTIP will be a key signal for value creation and compensation realization.