Nancy Benacci
REGISAbout Nancy Benacci
Independent Director at Regis Corporation (RGS) since 2023; age 70. Former Head of Equity Research at KeyBanc Capital Markets (2004–2019) with prior sell-side coverage of insurance; CFA charterholder, NACD Directorship Certified, and certified in Cybersecurity Oversight (Carnegie Mellon SEI). She serves as Audit Committee Chair and is designated an Audit Committee Financial Expert (ACFE) at RGS, bringing deep capital markets, governance, and compliance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyBanc Capital Markets (KeyCorp) | Head of Equity Research | 2004–2019 | Led >100-person research group covering ~600 public companies; strategy, revenue/share growth, transformation oversight |
| KeyBanc Capital Markets | Sell-side Analyst (P&C and Life Insurance) | 1989–2004 | Sell-side coverage; capital markets perspective |
| National City Bank | Investment professional | Not specified | Early investment career |
| Eaton Corporation | Analyst and pension fund manager | Not specified | Buy-side/plan management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cincinnati Financial Corporation | Director | Since 2020 | Public company board |
| The Payden & Rygel Investment Group | Director | Since Dec 2023 | Public fund complex board |
| Nonprofits (cancer patients; student scholarships) | Director/Trustee | Not specified | Philanthropic board service |
Board Governance
- Committee assignments: Audit Committee Chair; designated ACFE. No other RGS committees listed for Ms. Benacci in FY2025 .
- Independence: RGS states all current directors are independent under Nasdaq rules; committee members meet independence standards .
- Attendance: Board met 8 times in FY2025; each then-serving director attended at least 75% of Board and committee meetings on which they served. Committee meetings in FY2025: Audit 4; Compensation 9; Nominating & Corporate Governance 6 .
- Board leadership: Independent Chair; CEO and Chair roles separated; executive sessions of independent directors at each regularly scheduled Board meeting .
- Risk oversight: Audit Committee oversees financial risk and cybersecurity; Nominating & Corporate Governance manages conflicts and related-party oversight; Compensation Committee oversees comp-risk .
Fixed Compensation (Director)
| Component | FY2025 Policy | Ms. Benacci FY2025 |
|---|---|---|
| Annual cash retainer (director) | $70,000 (paid quarterly) | $83,043 fees earned/paid in cash |
| Committee chair retainers | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $12,500 | Included in above cash total (Audit Chair) |
| Board Chair additional retainer | $40,000 (Chair only) | N/A |
Notes: In October 2024, Board maintained cash retainer levels and reinstated director equity grants for FY2025 after shareholders approved additional plan shares .
Performance Compensation (Director)
| Equity Element | Grant Date | Value | Vesting/Terms | Outstanding (6/30/25) |
|---|---|---|---|---|
| Annual RSUs (Director) | Nov 25, 2024 | $68,000 (grant-date fair value) | RSUs under 2018 Plan generally vest in equal annual installments over 3 years | 3,200 aggregate stock awards outstanding (Benacci) |
| Stock Options (legacy) | Prior grants | — | Per plan; outstanding options remain subject to plan terms | 2,182 options outstanding (Benacci) |
Program context: FY2025 resumed RSU grants for non-employee directors ($68,000 for directors; $34,000 additional for Board Chair) to reinforce alignment via time-vested equity .
Other Directorships & Interlocks
| Company | Overlap/Relationship to RGS | Potential Conflict Comments |
|---|---|---|
| Cincinnati Financial Corporation | Insurance carrier; not a direct RGS competitor | No related-party transactions disclosed in FY2025; RGS policies require review/approval of any related-party dealings . |
| The Payden & Rygel Investment Group | Investment group; could invest broadly | No related-party transactions disclosed in FY2025; hedging/pledging policies and related-party approval process in place . |
RGS overboarding policy exists; Audit members do not serve on more than three public company audit committees (RGS confirms compliance) .
Expertise & Qualifications
- Capital markets and investor relations: decades of sell-side leadership/coverage (insurance), perspective on analyst community and market dynamics .
- Financial reporting expertise: Audit Committee Chair; ACFE designation .
- Governance/cyber: NACD Directorship Certified; Cybersecurity Oversight certificate (Carnegie Mellon SEI) .
- Education: MBA, Case Western Reserve (Weatherhead); BS, John Carroll University .
- Certifications: CFA charterholder .
Equity Ownership
| Holder | Total Beneficial Ownership (#) | % of Class | Noted Components |
|---|---|---|---|
| Nancy Benacci | 5,382 | <1% | Includes 3,200 RSUs that vest within 60 days/have vested but not yet distributed and 2,182 options exercisable/within 60 days . |
Policy alignment:
- Directors must hold all Company stock received as Board compensation until they cease to serve .
- Hedging prohibited; pledging/margining prohibited except limited CFO-approved cases with demonstrated capacity; quarterly trading windows and pre-clearance apply .
Insider Trades
| Period | Transactions at RGS | Source/Notes |
|---|---|---|
| FY2025 (proxy scope) | Not disclosed in DEF 14A; proxy includes ownership, not Form 4 activity | No related-party transactions in FY2025; Section 16 Form 4 filings should be referenced for transaction detail . |
Governance Assessment
- Strengths: Independent Audit Chair with ACFE designation; all directors independent; independent Chair; regular executive sessions; clear risk oversight allocation including cybersecurity; strict hedging/pledging prohibitions; related-party approval policy with no related-party transactions in FY2025; strong 2024 Say‑on‑Pay support (~99% For) indicating broad investor approval of compensation governance .
- Alignment: FY2025 reinstatement of director RSUs and policy requiring directors to hold all Board‑awarded stock until service ends enhance long-term alignment; Ms. Benacci holds RSUs/options and has reported beneficial ownership consistent with policy .
- Watch items: Multi‑board service requires ongoing monitoring under RGS overboarding limits; Audit members do not serve on more than three audit committees—RGS reports compliance; continued attendance at/above policy thresholds is expected (Board/committees met 8/4/9/6 times in FY2025) .
Appendix: Reference Tables
Director Compensation – FY2025 (selected)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nancy Benacci | 83,043 | 68,000 | 151,043 |
Committee Matrix – FY2025 (extract)
| Director | Audit | Compensation | Nominating & Corp Gov |
|---|---|---|---|
| Nancy Benacci | Chair; ACFE | — | — |
Board/Committee Meetings – FY2025
| Body | Meetings |
|---|---|
| Board | 8 |
| Audit | 4 |
| Compensation | 9 |
| Nominating & Corp Gov | 6 |
Say-on-Pay Result (context)
| Year | Approval |
|---|---|
| 2024 | ~99% For |