Compensation Committee Charter
1. Members. The Board of Directors (the “Board”) of Regis Corporation (the “Company”) has established a Compensation Committee of at least three members, consisting entirely of independent directors, and designates one member as Chairperson. For purposes hereof, an “independent” director is a director who meets the definition of “independence,” as determined by the Securities and Exchange Commission and the New York Stock Exchange (NYSE). Additionally, members of the Compensation Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.
2. Purposes, Duties, and Responsibilities. The purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to compensation of the Company’s senior executive officers and directors and to produce the annual report on executive compensation for inclusion in the Company’s proxy statement. The duties and responsibilities of the Compensation Committee are to:
(a) Oversee the Company’s senior executive officers’ compensation structure, policies and programs, and assess whether the Company’s compensation structure establishes appropriate incentives for such officers.
(b) Make recommendations to the Board with respect to the Company’s incentive-compensation and equity-based compensation plans.
(c) Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer (CEO), evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation.
(d) Advise the Board with respect to the compensation of other senior executive officers.
(e) Approve stock option and other stock incentive awards for employees.
(f) Review annually the compensation of directors for service on the Board and its committees and recommend changes in compensation to the Board.
(g) Annually evaluate the performance of the Compensation Committee and the adequacy of the Committee’s charter.
(h) Perform such other duties and responsibilities as are consistent with the purpose of the Compensation Committee and as the Board or the committee deems appropriate.
3. Subcommittees. The Compensation Committee may delegate any of the foregoing duties and responsibilities to a subcommittee of the Compensation Committee consisting of not less than two members of the Compensation Committee.
4. Outside Advisors. The Compensation Committee will have the authority to retain at the expense of the Company such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the committee in the evaluation of director, CEO or senior executive compensation, and to approve the consultant’s fees and other retention terms.
5. Meetings. The Compensation Committee will meet as often as may be deemed necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Compensation Committee determines. The majority of the members of the Compensation Committee constitutes a quorum. The Compensation Committee will report regularly to the full Board with respect to its activities.