Lockie Andrews
REGISAbout Lockie Andrews
Independent director of Regis Corporation since 2021; age 52; serves on the Audit Committee and the Nominating & Corporate Governance Committee; MBA from Harvard Business School and BS in Finance from Georgetown University; professional background spans digital transformation, eCommerce, CIO/CDO roles, and investment banking in retail and consumer sectors . The Board has determined she is independent under Nasdaq rules and noted that all current directors are independent, with an independent Chair separate from the CEO role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalyst Consulting | Founder, CEO & Managing Partner | Since May 2007 | Boutique advisory in growth marketing and digital transformation across retail/DTC; led AI-enabled digital transformation and capital-raising engagements . |
| RICH Hair Care USA | Chief Executive Officer | Since Jan 2021 | Leadership of an affordable luxury haircare company; sector overlap with Regis’ brands . |
| Pura Vida | Chief Growth Officer | May 2022 – Sep 2022 | Growth strategy in jewelry retail . |
| Party City | Head of eCommerce & Digital Operations | May 2021 – Jan 2022 | Omni-channel and digital operations leadership . |
| UNTUCKit | CIO & Chief Digital Officer | 2018 – Apr 2021 | Technology, digital, and operations transformation . |
| Sun Capital, Marlin Equity, Brightwood Capital, Shamrock Capital | Operating partner advisor | Various | Portfolio company advisory . |
| Nora Gardner; Tadashi; Liz Claiborne (Kate Spade); Alvarez & Marsal | Various leadership roles | Various | Retail consulting and brand leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Academy of Design | Board Member | Not disclosed | Non-profit governance . |
| HBS Alumni Angels of NYC | Fashion sector co-lead | Not disclosed | Investor network leadership . |
| HBS Club of New York | Co-VP of Programming | Not disclosed | Programming leadership . |
| The Beckway Group | Advisory Board Member | Since 2021 | Advisory capacity . |
| Museum of Modern Art (Friends of Education) | Member | Not disclosed | Support for under-represented artists . |
| Catalyst Cares | Founder | Not disclosed | Nonprofit leveraging arts to combat youth poverty/obesity . |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not designated as Audit Committee Financial Expert (ACFE), which is held by Nancy Benacci (Chair) and Michael J. Merriman .
- Independence: Board determined all directors, including Andrews, are independent under Nasdaq rules; Chair of the Board is independent; roles of Chair and CEO are separated .
- Attendance: Board met 8 times in fiscal 2025; each then-serving director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors conduct executive sessions at each regularly scheduled Board meeting .
- Director stock ownership policy: Directors must hold all common stock received as Board compensation until they cease serving as directors .
- Majority voting and resignation policy for directors not receiving a majority of votes cast; annual director elections; overboarding and evaluation policies established in Corporate Governance Guidelines .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly to non-employee directors . |
| Committee chair fees (program level) | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $12,500 | Andrews is not a committee chair; these are program parameters . |
| Chair of the Board retainer (program level) | $40,000 | For the independent Chair; not applicable to Andrews . |
| FY2025 fees earned (Andrews) | $70,000 | Reported in Fiscal 2025 Director Compensation Table . |
Performance Compensation
| Item | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| FY2025 Director RSU grant (Andrews) | Nov 25, 2024 | Not disclosed (value-based grant) | $68,000 | RSUs vest over time; the program resumed RSU grants for directors in FY2025; time-based vesting (no performance metrics) . |
| Aggregate stock awards outstanding (as of 06/30/25) | — | 3,200 | — | Outstanding awards count for Andrews . |
| Aggregate option awards outstanding (as of 06/30/25) | — | 4,500 | — | Outstanding options count for Andrews . |
Note: Regis does not tie director equity grants to performance metrics; grants are time-based RSUs intended to align directors with shareholders via ownership and retention .
Other Directorships & Interlocks
| Company | Role | Public Company | Interlocks/Notes |
|---|---|---|---|
| None | — | — | Proxy explicitly discloses no other public company boards for Andrews . |
Expertise & Qualifications
- Digital transformation and AI-enabled marketing, ecommerce, supply chain, analytics, finance, and operations leadership across retail and DTC brands .
- Strategy, innovation, and capital-raising experience; prior investment banking background .
- MBA (Harvard Business School); BS Finance (Georgetown University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lockie Andrews | 9,841 | <1% | As of Sept 2, 2025; includes deemed ownership from RSUs and options per footnotes . |
| RSUs included in deemed beneficial ownership | 5,341 | — | RSUs vesting within 60 days or vested but not yet distributed . |
| Options included in deemed beneficial ownership | 4,500 | — | Options exercisable or becoming exercisable within 60 days . |
| Aggregate stock awards outstanding (as of 06/30/25) | 3,200 | — | Outstanding director stock awards count . |
| Aggregate option awards outstanding (as of 06/30/25) | 4,500 | — | Outstanding director options count . |
- Hedging/pledging: Insider Trading Policy prohibits short sales, put/call or other derivatives, and hedging; pledging is prohibited except in limited circumstances requiring CFO approval and demonstration of capacity to repay without resorting to pledged securities .
- Related-party transactions: Company reports no related party transactions in FY2025 and FY2024; the Nominating & Corporate Governance Committee oversees a formal approval policy for related party transactions over $10,000 .
- Director stock retention: Directors must retain all stock received as compensation until service ends, enhancing alignment .
Governance Assessment
- Positive signals: Independent status; dual committee service (Audit; Nominating & Corporate Governance); Board-wide independence; separate independent Chair; established majority voting, evaluation, and overboarding policies; executive sessions; and director stock retention requirement support investor-aligned governance .
- Compensation alignment: FY2025 mix of cash ($70,000) and RSUs ($68,000) for Andrews, consistent with program emphasizing equity to align with shareholders; modest director pay levels relative to program benchmarks; equity grants time-based (no discretion-based performance metrics) .
- Attendance and engagement: Each director met the minimum attendance (≥75%) across Board and committee meetings; Board held 8 meetings in FY2025 with active committee work (Audit: 4; Compensation: 9; Nominating: 6) .
- Conflicts/related-party review: Andrews is CEO of a haircare company (RICH Hair Care USA), which is adjacent to Regis’ salon brands; Company reports no related party transactions in FY2025/FY2024 and has robust approval policies; insider trading policy limits hedging/pledging, mitigating alignment risks .
- Additional context: 2024 Say-on-Pay approval ~99% suggests broad investor support for compensation governance, indirectly reinforcing Board oversight credibility, though focused on NEOs rather than director pay .
Appendix: Committee Map (FY2025)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Lockie Andrews | Member | — | Member |
| Nancy Benacci | Chair (ACFE) | — | — |
| Michael J. Merriman | Member (ACFE) | Member | — |
| Mark S. Light | — | Member | Chair |
| M. Ann Rhoades | Member | Chair | — |
| Susan Lintonsmith | — | Member | Member |
| Michael Mansbach | — | Member | Member; succeeded Rhoades as Comp Committee Chair post-AM |
<small>ACFE = Audit Committee Financial Expert .</small>