Michael Merriman

About Michael J. Merriman

Michael J. Merriman, age 69, is an independent director of Regis Corporation (RGS) and currently serves as independent Chair of the Board. He has served on the Regis Board since 2011 (14 years at the time of his 2025 re‑nomination), and the Board explicitly cited his leadership of the CEO succession process and ongoing strategic oversight in nominating him to continue despite tenure guidelines. He is designated an Audit Committee Financial Expert and holds a B.S. in Business Administration from John Carroll University .

Past Roles

External Roles

Board Governance

• Independence and leadership: The Regis Board determined all directors are independent; the Chair role is separated from CEO and is held by Mr. Merriman as an independent director .
• Committee assignments (FY2025): Audit Committee (ACFE) and Compensation Committee; not on Nominating & Corporate Governance .
• Committee chairs and refreshment: Audit Chair—Nancy Benacci; Compensation Chair—M. Ann Rhoades (with Michael Mansbach elected to succeed post‑meeting); Nominating Chair—Mark Light (with Susan Lintonsmith elected to succeed post‑meeting) .
• Meetings and attendance: Board met 8 times in fiscal 2025; each then‑serving director attended at least 75% of Board and applicable committee meetings. Executive sessions of independent directors are held with each regularly scheduled Board meeting .
• Governance policies: Majority voting with resignation policy for incumbents failing to receive a majority; director stock ownership policy requires holding all stock received as Board compensation until service ends; age and tenure provisions; overboarding limits; annual Board and committee evaluations; shareholders with 10%+ can call special meetings .
• Succession oversight: The Board formed a Succession Planning Committee and engaged a search firm; the Board credited Merriman’s leadership in the CEO succession process in supporting his re‑nomination despite tenure guidelines .

Fixed Compensation

• Director pay structure (FY2025): Annual cash retainer $70,000; additional $40,000 annual cash retainer for Chair of the Board; committee chair retainers: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $12,500 .
• Equity for directors (FY2025): Annual RSU grant valued at $68,000 for non‑employee directors; additional $34,000 in RSUs for the Chair of the Board; annual director grants were made on November 25, 2024 (pro‑rata for new director Lintonsmith on Jan 15, 2025) .

FY2025 Director Compensation – Merriman

Notes:

• Annual grants of RSUs to directors occurred on Nov 25, 2024 .
• Cash increase for Chair role ($40,000) approved in October 2024 to reflect added responsibilities .

Performance Compensation

• Director equity is time‑based (no performance conditions). The program resumed RSU grants in FY2025 “by vesting over time” to align directors with shareholders; no director performance metrics are used for equity .

FY2025 Director Equity Position – Merriman (as of 06/30/25)

Other Directorships & Interlocks

• Current public board: Nordson Corporation (since 2008) .
• Former public boards: OMNOVA Solutions, Invacare, American Greetings, RC2 .
• Interlocks/related‑party: Regis discloses no related‑party transactions in FY2025 or FY2024; director conflicts are overseen by Nominating & Corporate Governance under a formal Related Party Transaction Approval Policy .

Expertise & Qualifications

• Designated Audit Committee Financial Expert; accounting/financial management expertise .
• Public company CEO experience; consumer product sales/marketing; big‑box retail channels (e.g., Walmart); M&A including sale of public and private companies; public accounting background .
• Education: B.S., Business Administration, John Carroll University .

Equity Ownership

Governance Assessment

• Positives

  • Independent Chair with ACFE designation; separation of Chair/CEO provides oversight counterweight .
  • Clear committee structure; Merriman serves on Audit and Compensation, aligning with his finance and operating background .
  • Strong pay governance: no option/SAR repricing without shareholder approval; updated clawback policy; no tax gross‑ups; independent compensation consultant (Pay Governance) .
  • Shareholder alignment: directors must hold all stock received until Board service ends; hedging and pledging are restricted .
  • 2024 Say‑on‑Pay support ~99%, signaling investor acceptance of compensation framework .

• Watchpoints

  • Board tenure exception: the Board overrode tenure guidelines to re‑nominate Merriman based on continuity needs during CEO succession—continuity benefit vs. potential entrenchment risk; monitor refreshment pace and succession outcomes. Bold RED FLAG if persistent exceptions recur.
  • Anti‑takeover context: Tax Benefits Preservation Plan (NOL rights plan) extended to Jan 29, 2028 (subject to shareholder ratification); while aimed at preserving tax assets, investors often scrutinize rights plans for entrenchment risk. Oversight rests with the Board during Merriman’s chairmanship.
  • Attendance disclosure is aggregate (≥75% for all directors) rather than individual; continue monitoring individual director engagement levels over time .

• Conflicts

  • No related‑party transactions disclosed in FY2025/2024; director conflict reviews governed by policy and overseen by Nominating & Corporate Governance .

Overall, Merriman brings deep operating, finance, and audit expertise with current independent Board leadership and tangible alignment mechanisms (equity hold‑to‑exit, anti‑hedging). Primary governance risk to monitor is the tenure policy exception—appropriate amid leadership transition, but a RED FLAG if it becomes a pattern absent clear performance justification .