Michael Mansbach
REGISAbout Michael Mansbach
Independent director at Regis Corporation since 2021; Age 57. Founder of Granite Stairway Advisors (executive consulting); prior President roles at MINDBODY (2017–2019), BlueJeans Network (2015–2017), and PunchTab (2014–2015); earlier senior management at Citrix (2004–2014). Education: M.A. in International Economics, European Area Studies, Johns Hopkins SAIS. Other public company boards: none. Committees: Compensation; Nominating & Corporate Governance; designated to become Chair of the Compensation Committee after the 2025 annual meeting. Independence: the Board determined all current directors are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MINDBODY, Inc. | President | 2017–2019 | Led a technology platform across fitness, beauty, wellness; tenure ended with Vista Equity acquisition |
| BlueJeans Network, Inc. | President | 2015–2017 | Scaled cloud video communications business |
| PunchTab, Inc. | President | 2014–2015 | Company acquired by Walmart Labs |
| Citrix Systems | Senior management roles | 2004–2014 | Business mobility/security software leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Granite Stairway Advisors LLC | Founder | 2020–present | Executive consulting services |
| Apex Perspectives, LLC | Co-founder & Partner | 2020–2023 | Consulting firm partner |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments (FY2025): Compensation; Nominating & Corporate Governance. The Board elected Mansbach to succeed M. Ann Rhoades as Compensation Committee Chair after the 2025 annual meeting.
- Independence: the Board determined all directors are independent under Nasdaq rules; CEO is not a current Board member. Chair and CEO roles are separated; the Chair is an independent director.
- Attendance/engagement: Board met 8 times in FY2025; each then‑serving director attended at least 75% of Board and relevant committee meetings. Committees met: Audit (4), Compensation (9), Nominating & Corporate Governance (6).
- Executive sessions: independent directors meet in executive session at each regularly scheduled Board meeting.
- Related-party oversight: Nominating & Corporate Governance Committee reviews/approves related‑party transactions; none in FY2025.
Fixed Compensation
Director pay structure (FY2025) and Mansbach’s actual compensation:
| Item | FY2024 | FY2025 | Source |
|---|---|---|---|
| Annual cash retainer (standard director) | $70,000 | $70,000 | |
| Committee chair retainers (Audit/Comp/NCG) | $20,000 / $15,000 / $12,500 | $20,000 / $15,000 / $12,500 | |
| Chair of the Board cash retainer | — | $40,000 | |
| Annual director RSU grant (non‑employee directors) | — (no grants FY2024) | $68,000 | |
| Additional RSUs for Chair of the Board | — | $34,000 |
| Director | Fees Earned (FY2025) | Stock Awards (FY2025) | Total (FY2025) |
|---|---|---|---|
| Michael Mansbach | $70,000 | $68,000 | $138,000 |
Citations: Mansbach FY2025 totals per Director Compensation Table.
YoY change (signals): FY2024 total $70,000 (cash only); FY2025 total $138,000 driven by reinstated RSU grants, indicating a shift back to equity-aligned director pay post share pool refresh.
Vesting: FY2025 director RSUs were granted November 25, 2024; value determined at grant; RSUs vest over time per plan conventions.
Stock holding requirement: directors must hold all company stock received as Board compensation until service ends (strong alignment mechanic).
Performance Compensation
- Directors do not have performance‑conditioned pay; equity is time‑based RSUs to align with shareholders and promote retention. No performance metrics apply to director equity.
Other Directorships & Interlocks
- Public boards: None (reduces risk of interlocks/conflicts).
Expertise & Qualifications
- Core skills: revenue growth and retention, go‑to‑market strategy, M&A, capital management, product and marketing strategy, sales process, demand generation, international expansion, leadership development.
- Sector fit: technology platforms supporting consumer services (beauty/fitness), enterprise SaaS, and communications—useful for digital, loyalty, and analytics initiatives at Regis.
- Education: M.A., International Economics/European Area Studies, Johns Hopkins SAIS.
Equity Ownership
| Holder | Total Beneficial Ownership | % of Class | Components (within 60 days) | As-Of |
|---|---|---|---|---|
| Michael Mansbach | 9,887 shares | <1% | Includes 5,387 RSUs and 4,500 options deemed beneficially owned within 60 days | Sept 2, 2025 |
Citations: Security ownership table and footnotes.
Outstanding director awards as of 6/30/25 (non‑NEO table):
- Aggregate stock awards outstanding: 3,200
- Aggregate option awards outstanding: 4,500
Hedging/pledging: hedging prohibited; pledging/margining prohibited except limited cases with CFO pre‑approval. No pledging disclosed for Mansbach.
Director stock retention: must hold all shares received as Board pay until service ends.
Governance Assessment
Key findings
- Committee leadership: Designation to chair the Compensation Committee elevates influence over executive/board pay and incentives; requires continued vigilance on pay-for-performance and share usage given recent plan changes.
- Alignment: Director equity reinstated in FY2025, mandatory stock holding, and anti‑hedging provisions support alignment; Mansbach’s beneficial ownership is modest but consistent with a small-cap issuer and director tenure since 2021.
- Independence and engagement: Independent director on two core governance committees; Board met 8 times with ≥75% attendance for all directors; frequent executive sessions.
- Conflicts/related parties: No related‑party transactions in FY2025; NCGC oversees conflicts and related‑party approvals.
- Shareholder sentiment: Say‑on‑Pay support ~99% in 2024—a positive read‑through on compensation oversight heading into Mansbach’s Compensation Committee chair role.
Potential red flags and mitigants
- Red flags: None identified specific to Mansbach—no other public boards (reducing overboarding/interlocks), no related‑party transactions disclosed, and strong anti‑hedging/pledging policy.
- Program shifts to monitor: Equity plan changes increased available shares and removed the fungible share ratio (net one‑for‑one counting under Restated Plan); as Compensation Chair, Mansbach will be central to maintaining discipline on burn rate and dilution.
Additional context (Board/compensation governance infrastructure)
- Independent compensation consultant (Pay Governance) advising since fiscal 2018.
- Clawback policy compliant with SEC/Nasdaq; double‑trigger change‑in‑control, no tax gross‑ups; no option/SAR repricing without shareholder approval.
Notes on data coverage
- Director‑specific compensation and ownership figures as of FY2025/FYE dates above; no Form 4 insider trading analysis was disclosed in the proxy, and no related‑party transactions were reported for FY2025.