SEC Form DEF 14A filed by Monro Inc.

Notice of 2025 Annual Meeting of

Shareholders and Proxy Statement

August 12, 2025

Fairport, NY 14450

		Dear Shareholders,   As I reflect upon my first few months as Monro’s new President & CEO, I’ve been fully immersed in our business having spent a lot of time with senior leadership and engaging with our talented Teammates in the field as well as visiting many stores. This has only confirmed the positive view I had about Monro before I decided to join the Company. I’d also like to use this as an opportunity to thank our dedicated Teammates for their commitment to our customers. As many of you know, my primary objective is to work with the Company’s management team and Board to develop and execute a performance improvement plan that will enhance Monro’s operations, drive profitability, and increase operating income and total shareholder returns. The four key areas of focus that we’ve identified as opportunities for improvement include closing unprofitable stores, improving our customer experience and selling effectiveness, driving profitable customer acquisition and activation, and increasing merchandising productivity, which includes mitigating tariff risk.

Closing Unprofitable Stores

We conducted a comprehensive store portfolio review that identified 145 underperforming stores to prioritize for closure. Our review included an evaluation of store performance as well as market segmentation and demographic data specific to the geographic areas of each location. We set into motion a process to close these locations during the first quarter of fiscal 2026. The closure of these stores will have a limited impact on our total sales but is expected to deliver meaningful improvement in profitability.

Improving Our Customer Experience & Selling Effectiveness

We reviewed stores across our portfolio from low to high performers to understand the store experience from both the customer and Teammate perspective. Our analysis indicates that customers have had an uneven experience in our stores, largely due to inconsistent Teammate execution of core processes, including scheduling and appointments, communication and quality of service. By breaking down the customer journey, we are developing an approach to address customer pain points that, we believe, will improve the customer experience and unlock value in our selling effectiveness. The Company’s ConfiDrive digital courtesy inspection will continue to be a key component of our in-store experience. We have many stores that serve our customers very well. Unfortunately, we have others that don’t always live up to customer expectations. Addressing this is a high priority item that we will be working hard to improve and with a sense of urgency.

Driving Profitable Customer Acquisition & Activation

As many of you are aware, Monro’s sales have declined sequentially for the past three fiscal years, driven largely by declines in store traffic. Our work indicates that recently there’s also been a decline in the quality and retention of new customers. We believe this has been driven by suboptimal marketing, insufficient clarity on who Monro’s target customers are, what these customers value, and how we fulfill their needs. Our analysis also uncovered that Monro’s highest-value customers deliver 25-times more profit than our lowest tier of customers. As a result, we are in the process of converting our market testing into a reallocation of marketing dollars aimed at higher value and more profitable customers. The early results from our tests are encouraging. We expect that our approach to improvement in this area will include additional testing of marketing, which will touch such things as messaging, type of media and promotional offers. We will then scale the tests that deliver the most value across all of our stores.

Increasing Merchandising Productivity & Mitigating Tariff Risk

Our work on the Company’s current merchandising shows that our broad tire assortment may not be aligned with what our customer really wants. We expect to narrow the breadth of our core tire assortment, which will simplify the in-store selling process for both our customers and our Teammates. Of course, we will continue to get any tire that our customer wants through our many distribution channels, but our core in-store offering will likely be simplified. This will allow us to lean into stronger strategic partnerships with important tire manufacturers. In addition, we are also reviewing

our pricing and promotions across tires and services to ensure we deliver value to our customers, while also achieving appropriate levels of profitability. While it is an obviously uncertain environment, tariffs are expected to drive cost increases across all of our major product categories. We have mobilized an internal team for fact-based negotiations with top suppliers to mitigate as much of that anticipated tariff as possible.

Progress in Advancing our Environmental, Social and Governance (ESG) Priorities

Over the past year, we made additional progress in advancing our ESG initiatives and recently published our fifth annual ESG report on the ESG section of our corporate website. Among our accomplishments, we continue to put our people first through continued investments in Teammate training and development, improved our people’s well-being through enhancements to work-life balance and our Teammate Assistance Fund, and made further strides in reducing our environmental impact. As our business grows, so does our commitment to further incorporating ESG practices in our strategy and operations, which is fundamental to our ability to create sustainable value for our stakeholders. We continue to make progress on our two ESG goals relating to employee safety and energy efficiency. These goals are tangible examples of how ESG factors are embedded in our everyday business decisions.

Looking Ahead

Monro has shown impressive durability through business cycles and certain fundamentals in our industry remain strong. Our business is a consistent cash generator with ample liquidity, a solid balance sheet and low leverage. This, coupled with our compelling consumer offerings, gives us confidence that we can successfully execute on and accelerate the pace of the Company’s improvement plan as well as better capitalize on positive industry trends to unlock Monro’s full potential. I am optimistic about the opportunities in front of us and I believe we have a solid foundation to create long-term value for all of our shareholders.

On behalf of the Board of Directors and the Senior Leadership Team, I would like to thank you for your continued support of Monro. I look forward to speaking with you at our annual meeting on August 12, 2025.

Sincerely,

/s/ Peter D. Fitzsimmons

Peter D. Fitzsimmons

President and Chief Executive Officer

July 3, 2025

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by, or including words such as “aim,” “anticipate,” “believe,” “can,” “could,” “design,” “estimate,” “expect,” “focus,” “intend,” “may,” “objective,” “plan,” “potential,” “strategy,” “will,” “would,” and variations thereof and similar expressions. Forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. For example, our forward-looking statements include, without limitation, statements regarding our ability to generate cash flow; and the success of our compensation program in achieving its objectives.

Any of these factors, as well as such other factors as discussed in our Annual Report on Form 10-K (“Form 10-K”), as well as in our periodic filings with the Securities and Exchange Commission (the “SEC”), could cause our actual results to differ materially from our anticipated results. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Proxy Statement to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Items of Business

The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1 and “FOR” Proposals No. 2-4.

How to Vote

Using the control number that appears on the Notice of Internet Availability (the “Notice”), you may vote your shares:

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting to be Held on August 12, 2025: We are following the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to shareholders over the Internet. Instead of a physical copy, you have received a Notice of Internet Availability of Proxy Materials, which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote, and how to request a printed copy of the proxy materials.

PROXY STATEMENT SUMMARY

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

Governance Highlights

We are committed to applying sound corporate governance principles. We believe these governance practices are in the best interests of our shareholders and strengthen accountability within our organization.

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Our commitment to sound corporate governance practices has been illustrated through a number of actions taken this past year, including:

Director Nominees

You are being asked to vote to elect the following eight director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement.

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Board of Directors Overview

Our Board of Directors is currently composed of eight directors, all of whom are independent. The charts below highlight the Board’s composition and experience:

Executive Compensation Overview

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TABLE OF CONTENTS

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GENERAL INFORMATION ABOUT THE MEETING AND VOTING

The Monro, Inc. Board of Directors (the “Board” or the “Board of Directors”) is using this Proxy Statement to solicit proxies from the holders of its common stock for use at the Monro, Inc. 2025 annual meeting of shareholders and any adjournment or postponement thereof (the “Annual Meeting” or the “meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”), which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote and how to request a printed copy of the proxy materials, are first being mailed to our shareholders on or about July 3, 2025. In this Proxy Statement, we may also refer to Monro, Inc. and its subsidiaries as “Monro,” the “Company,” “we,” “our” or “us.”

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our Board of Directors consists of eight directors and each director is elected annually. If elected, these nominees will serve until the 2026 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The Nominating and Corporate Responsibility Committee has assessed and recommended each nominee for election to our Board of Directors.

Set forth below for each nominee for election as a director is a brief statement about the nominee’s age, principal occupation and business experience, including any directorships with any other public companies, describing the specific individual qualities and skills of each nominee that contribute to the overall effectiveness of the Board of Directors and its committees. Each nominee has consented to being named as a nominee and to serve as a director if elected. Although we do not anticipate that any of the nominees named will be unable to serve if elected, the votes will be cast for a substitute nominee selected by the Board of Directors unless the number of directors to be elected has been reduced to the number of nominees willing and able to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES:

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Nominee Information

Set forth below is a summary of the biographical information for each of the director nominees:

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The Board of Directors recommends that you vote “FOR” each of the director nominees listed above.

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Committees of the Board of Directors

Each of the following Board committees’ functions under a written charter adopted by the Board, copies of which are available on the Investor Information — Corporate Governance page of our website, currently https://corporate.monro.com/investors/governance/governance-documents/default.aspx, and to any shareholder who requests them. As a matter of routine corporate governance, each committee periodically reviews its charter and practices. In Fiscal 2025, each committee determined that its charter and practices were consistent with listing standards of Nasdaq.

The current members, responsibilities and the number of meetings held in Fiscal 2025 of each of these committees are shown below:

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Board of Directors’ Role in Risk Oversight

One of the most important functions of the Board is oversight of risks inherent in the operation of the Company’s business. Senior management is responsible for the day-to-day management of risks facing the Company. The Board implements its risk oversight function both as a whole and through delegation to Board committees. The Board is responsible for ensuring an appropriate culture of risk management exists within the Company, overseeing the Company’s aggregate risk profile and monitoring how the Company addresses specific risks. The Board receives regular reports from officers on particular risks to the Company, reviews the Company’s strategic plan, and regularly communicates with its committees. Each committee meets with key management personnel and representatives of outside advisors to oversee and manage these risks. For example, the Director of Internal Audit and the Chief Legal Officer meet with the Audit Committee to discuss financial, legal and regulatory risks. Management has designed reporting processes to provide visibility to the Board of Directors about identifying, assessing and managing critical risks to the Company and management’s risk mitigation strategies.

During Fiscal 2025, Company management, along with the Compensation Committee, considered whether any of the Company’s compensation policies and practices has the potential to create risks that are reasonably likely to have a material adverse effect on the Company. Management considered the risk profile of the Company’s business and the design and structure of its compensation policies and practices. The results of management’s review were reported to the Compensation Committee. For Fiscal 2025, management concluded, and the Compensation Committee agreed, that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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Certain Relationships and Related Party Transactions

Review and Approval of Related Person Transactions

We review all relationships and transactions in which we and any of our directors, executive officers or their immediate family members are participants to determine whether those persons have a direct or indirect material interest in the relevant transaction. Our finance and legal staff are primarily responsible for developing and implementing processes and controls to gather information about potential related party transactions from our directors and executive officers. This includes the utilization of a robust questionnaire process for all Board members and executive officers. Then, based on the facts and circumstances, that group determines whether the Company or a related person has a direct or indirect material interest in the transaction. If our finance and legal staff determine that the Company or a related person has a direct or indirect material interest in a transaction, then the Audit Committee, or other Board committee comprised solely of independent directors, must approve or ratify the transaction. On March 28, 2025, the Company entered into a consulting agreement with AlixPartners, LLP (“AlixPartners”) pursuant to which AlixPartners will assess the Company’s operations to develop a plan to improve the Company’s financial performance (the “Consulting Agreement”). Entry into the Consulting Agreement constituted a related party transaction during Fiscal 2025 because on March 28, 2025, the Board of Directors appointed Peter D. Fitzsimmons as the Company’s President and CEO pursuant to an engagement letter with AP Services, LLC, an affiliate of AlixPartners. Mr. Fitzsimmons also serves as a partner and managing director of AlixPartners. The Company spent $800,000 for the assessment under the Consulting Agreement, and, on May 30, 2025, entered into an Addendum to the Consulting Agreement (the “Addendum”), pursuant to which the Company engaged AlixPartners through the end of July 2025 to implement the plan developed from its detailed assessment of the Company. The Company will pay AlixPartners an aggregate fee of $5.85 million for the implementation services outlined in the Addendum.

Nominating Process

The Nominating and Corporate Responsibility Committee is responsible for identifying, screening and recommending candidates for membership on the Board of Directors pursuant to the Company’s Corporate Governance Guidelines, as approved by the Board of Directors. The Committee’s goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the Board of Directors’ overall effectiveness in meeting its responsibilities. The selection of qualified directors is complex and crucial to our long-term success. Candidates for nomination to the Board of Directors are considered based upon various criteria, such as their broad-based business skills and experiences, a global business perspective, concern for the long-term interests of our shareholders, demonstrated commitment to the Company, and personal integrity and judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of Monro and the automotive service industry.

The Nominating and Corporate Responsibility Committee will consider recommendations from shareholders of potential candidates for the Board of Directors and will evaluate candidates recommended by shareholders in the same manner as it evaluates candidates recommended by Board members, senior officers or search firms. A shareholder wishing to recommend a potential candidate must submit the recommendation in writing, addressed to the Secretary, Monro, Inc., 295 Woodcliff Drive, Suite 202, Fairport, New York 14450, Attention: Nominating and Corporate Responsibility Committee, so that the Secretary receives the recommendation not less than 120 days and not more than 180 days prior to the next annual meeting of shareholders. Each recommendation must include the information required by the Certificate of Incorporation for shareholders submitting a nomination. You may obtain additional information and a copy of the Certificate of Incorporation by submitting a written request to the Secretary of the Company at the address above.

In addition to satisfying the advance notice requirements, in order to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to our Corporate Secretary that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 15, 2026.

Communications with Directors

Shareholders wishing to communicate with our non-management directors may send a letter to: Secretary, Monro, Inc., 295 Woodcliff Drive, Suite 202, Fairport, New York 14450, Attention: Non-Management Directors. All correspondence sent to that address will be delivered to the appropriate directors on a quarterly basis, unless the Secretary otherwise determines that it should be delivered more promptly. The Secretary will promptly direct any concerns relating to

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accounting, internal controls, auditing or officer conduct to the Chair of the Audit Committee. All correspondence to non-management directors will be acknowledged by the Secretary and may also be forwarded within Monro to a subject matter expert for investigation. Alternatively, communication with non-management directors may occur as outlined in the section entitled “Administration — Reporting Violations” in our Code of Ethics, which is publicly available on our website at https://corporate.monro.com/investors/governance/governance-documents/default.aspx

Director Compensation

The Company does not pay any director who is also an employee of Monro or its subsidiaries for his or her service as director.

During Fiscal 2025, non-employee directors received the following compensation:

In addition, we reimburse the reasonable travel expenses for directors to attend meetings, as applicable.

Each director received a grant of 4,937 shares of restricted stock on the date of the 2024 annual meeting of shareholders, determined by dividing $130,000 by $26.33, the closing price of a share of our common stock on that date.

Director Stock Ownership Guidelines

The Board of Directors adopted the Monro, Inc. Stock Ownership Guidelines to, among other things, further engage certain senior executives and the members of the Board in the long-term success of the Company. The Company’s stock guidelines for its non-employee directors are as follows:

As of March 29, 2025, all of the Company’s non-employee directors are in full compliance with the stock ownership guidelines.

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The following table summarizes the compensation that the Company’s non-employee directors earned for services as members of the Board of Directors and any committee of the Board of Directors during Fiscal 2025:

Director Compensation Table

Anti-Hedging and Pledging Policy

We prohibit our directors from engaging in transactions in our securities involving publicly traded options, short sales and hedging transactions because they may create the appearance of unlawful insider trading and, in certain circumstances, present a conflict of interest. In addition, our insider trading policy prohibits directors from pledging our securities as collateral for a loan or holding our securities in a margin account unless the margin feature is not utilized, or our securities are otherwise excluded from being pledged.

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PROPOSAL NO. 2 — APPROVAL OF THE FIRST AMENDMENT TO THE AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN

Amendment to the Restated Plan

On May 20, 2025, the Board of Directors of the Company adopted, subject to shareholder approval at the Annual Meeting, the First Amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2007 Stock Incentive Plan (the “Restated Plan”). The Board of Directors is submitting the Plan Amendment to our shareholders for their approval.

The full text of the Plan Amendment and the Restated Plan are attached to this proxy statement as Exhibit A and Exhibit B, respectively. The principal terms of the Restated Plan as amended by the Plan Amendment (the “Amended Restated Plan”) are described below, but the description is qualified in its entirety by reference to the Restated Plan and the Plan Amendment. In the event of a conflict between the description of the Amended Restated Plan and the terms of the Restated Plan, the terms of the Restated Plan and the Plan Amendment will govern.

Highlights of the Amended Restated Plan

The Amended Restated Plan continues to provide for the following best practices:

The Plan Amendment makes the following changes:

The Restated Plan was originally adopted by our Board on May 11, 2017 and approved by shareholders on August 15, 2017. No additional shares of common stock were added at the time that the Restated Plan was previously approved eight years ago. The Plan Amendment will become effective upon stockholder approval.

The closing stock price of one share of our common stock as reported on Nasdaq on the record date was $14.74.

As of June 2, 2025, stock awards covering an aggregate of 842,128 shares were outstanding under our 2007 Plan. In addition, 476,772 shares remained available for future grant under the 2007 Plan as of such date. The following table provides certain additional information regarding our equity incentive programs.

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Description of the Restated Plan

Purpose

The Restated Plan permits the grant of nonqualified stock options, incentive stock options, restricted stock and restricted stock units. There are 8 non-employee directors and approximately 6,250 employees, including all executive officers of the Company, currently eligible to participate in the Restated Plan.

The Restated Plan is designed to provide a means of giving existing and new employees, as well as non-employee directors, an increased opportunity to acquire an investment in the Company, thereby maintaining and strengthening their desire to remain with or join the Company, and stimulating their efforts on the Company’s behalf. Further, the Restated Plan provides an important tool in the Company’s overall policy of establishing compensation programs that serve to retain those individuals with leadership abilities necessary for increasing long-term shareholder value while aligning the interests of our officers and directors with those of our shareholders.

Available Shares

If the Plan Amendment is approved, a maximum of 7,116,620 shares of common stock may be subject to awards under the Amended Restated Plan. The number of shares issued or reserved pursuant to the Restated Plan (or pursuant to outstanding awards) is subject to adjustment on account of mergers, spin-offs, recapitalizations, consolidations, reorganizations, combinations, stock splits, stock dividends and other changes in the common stock. In the event that an option expires unexercised or an award is terminated, surrendered or cancelled without being exercised in whole for any reason or the settlement of such Award in cash, the shares of common stock covered by such award will be available for subsequent awards under the Restated Plan. The Restated Plan does not permit the Company to use cash proceeds from option exercises to repurchase shares on the open market for reuse under the Restated Plan, to reuse shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award, or to reuse shares that were subject to an option and were not issued or delivered upon the net settlement or net exercise of such option.

Administration

The Restated Plan is administered by the Compensation Committee of the Board (the “Committee”). The Committee has the sole discretion to determine the employees and directors to whom awards may be granted under the Restated Plan and the manner in which such awards will vest. However, awards granted to employees and directors generally may not vest for at least one year after the date of grant. The Committee is authorized to establish the terms and conditions of awards granted under the Restated Plan and to waive any such terms and conditions at any time (including, without limitation and subject to certain restrictions, accelerating or waiving any vesting conditions). Options, restricted stock awards and restricted stock units will be granted by the Committee to employees and directors in such numbers and at such times as the Committee shall determine, subject to the award limitations discussed below. The Committee is authorized to interpret the Restated Plan, to establish, amend and rescind any rules and regulations relating to the Restated Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Restated Plan.

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The Restated Plan expressly prohibits the Board and the Committee from amending the terms of outstanding options to reduce the purchase price of such outstanding options or to cancel outstanding options in exchange for cash, other awards or other options with a purchase price that is less than the purchase price of the original options or take any other action with respect to awards that would be treated as a repricing under the Nasdaq rules, regulations or listing standards, without shareholder approval.

Options

The Committee will determine the purchase price and term for each option; provided, however, that options must have a purchase price that is at least equal to the fair market value of the common stock on the date the option is granted. Vested options may be exercised in whole or in part. A participant may exercise an option by written notice and payment of the purchase price, subject to the terms and conditions established by the Committee (i) in cash or its equivalent (e.g., by check), (ii) by tendering, either by actual delivery of shares or by attestation, shares of common stock having a fair market value equal to the aggregate purchase price for the shares of common stock being purchased, (iii) by directing the Company to withhold shares of common stock issuable pursuant to the exercise of the option with a fair market value sufficient to pay the aggregate purchase price, (iv) through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the aggregate purchase price for the shares being purchased, (v) by such other method approved by the Committee or (vi) by any combination of the foregoing methods.

Options granted under the Restated Plan may be nonqualified stock options or incentive stock options. Awards of incentive stock options under the Restated Plan will be subject to certain additional restrictions, which are described below.

Restricted Stock and Restricted Stock Units

The Committee may grant awards of restricted stock and restricted stock units. These awards will be subject to the terms and conditions established by the Committee. Any dividends or dividend equivalents with respect to awards of restricted stock or restricted stock units will be withheld and accrued by the Company, and distributed upon the release of restrictions on the underlying restricted stock or restricted stock units. If the restricted stock or restricted stock units are forfeited, the participant will have no right to the dividends or dividend equivalents accrued or withheld on the shares underlying the forfeited restricted stock or restricted stock units.

Award Limitations

General Award Limitations. No employee or director may receive options to purchase more than 500,000 shares of common stock in any fiscal year of the Company, and the value of awards granted to a non-employee director in any fiscal year, together with the total fees paid to the non-employee director in cash for services in the fiscal year, may not exceed $500,000.

Incentive Stock Options. The aggregate Market Price (determined at the time the Incentive Stock Option is granted) of the common stock with respect to which Incentive Stock Options are exercisable for the first time by any participant during any calendar year (under all plans of the Company and any subsidiary) shall not exceed $100,000. No grant of an Incentive Stock Option shall be made under the Restated Plan more than ten (10) years after the date the Restated Plan was last approved by the shareholders of the Company. Additionally, if at the time an incentive stock option is granted, the employee recipient owns (after application of the rules contained in Section 424(d) of the Code) shares of common stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its subsidiaries, then: (a) the purchase price for such incentive stock option will be at least 110% of the fair market value of the shares of common stock subject to such incentive stock option on the date of grant; and (b) such incentive stock option will not be exercisable after the date five years from the date such incentive stock option is granted. The maximum number of shares of common stock that may be issued under the Restated Plan pursuant to incentive stock options may not exceed, in the aggregate 7,116,620.

Transferability. Unless otherwise determined by the Committee, awards granted under the Restated Plan are not transferable other than by will or by the laws of descent and distribution.

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Tax Withholding

The exercise or payment of awards and the issuance of shares under the Restated Plan may be conditioned upon a participant making satisfactory arrangements for the satisfaction of any liability to withhold federal, state, local or foreign income or other taxes. In accordance with rules established by the Committee, the required tax withholding obligations may be settled in cash, or with shares, including shares that are part of the award that gives rise to the withholding requirement.

Effect of Certain Events

Death, Disability, Retirement and Termination of Employment or Service. Generally, a participant in the Restated Plan may exercise his or her vested options (if any) during his or her lifetime provided he or she is employed or serves as a director of the Company. In the event a participant’s employment or service is terminated, a participant may exercise his or her options to the extent exercisable at such time for 30 days from his or her date of termination. Except as expressly determined by the Committee in its sole discretion, if a participant’s employment or service is terminated as a result of a Disability (as defined in the Restated Plan) or due to a participant’s Retirement (as defined in the Restated Plan), the 30 day period after cessation of employment or service during which such options may be exercised (as described above) is extended to the earlier of one year or the option’s original expiration date. If a participant dies while employed by or serving as a director of the Company, the 30 day period is also extended to the earlier of one year or the option’s original expiration date, and all unvested options vest upon death. Except as expressly determined by the Committee, the unvested portion of a restricted stock award or restricted stock unit shall terminate upon the termination of employment or service for any reason. Notwithstanding the foregoing, in the event of the death of a recipient of a restricted stock award or restricted stock unit while an employee or director, the unvested portion of the restricted stock award or restricted stock unit shall become fully vested.

Change in Control. In the event of a change in control (as defined in the Restated Plan), (i) all options held by employees or directors shall become exercisable immediately prior to the change in control, (ii) all restrictions on time-vesting restricted stock and restricted stock units held by employees or directors shall lapse, and (iii) all restrictions on performance-vesting restricted stock and restricted stock units held by employees or directors shall lapse on a pro rata basis based on the period of time the participant was employed by the Company during the performance period and achievement of the applicable performance objectives. In addition, the Committee may provide for (i) the termination of an option upon the consummation of the change in control, but only if the participant has been permitted to exercise an option in full for a period of not less than 10 days prior to the change in control, (ii) payment in exchange for the cancellation of an award and/or (iii) issuance of substitute awards that will substantially preserve the terms of any awards.

Leave of Absence. In the case of an employee on an approved leave of absence, the awards of such employee shall not be affected unless such leave is longer than three months. The date of exercisability of any options of an employee which are unexercisable or the date of vesting of restricted stock and restricted stock units of an employee at the beginning of an approved leave of absence lasting longer than three months shall be postponed for a period equal to the length of such leave of absence.

Clawback and Recoupment

In order to comply with Section 10D of the Securities Exchange Act of 1934, and any regulations promulgated, or national securities exchange listing conditions adopted, with respect thereto (collectively, the “Clawback Requirements”), the Company will be entitled to recoup compensation of whatever kind paid under the Restated Plan at any time, in accordance with the Clawback Requirements and the Company’s Amended and Restated Clawback Policy.

Adjustments

In the event of any change in the outstanding shares of common stock by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of shares or other corporate exchange, or any distribution to shareholders of shares other than regular cash dividends or any transaction similar to the foregoing, to prevent dilution or enlargement of an employee’s or a director’s rights under an award, the Committee without liability to any person shall make such substitution or adjustment, as to (i) the number or

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kind of shares or other securities issued or reserved for issuance pursuant to the Restated Plan or pursuant to outstanding awards, (ii) the purchase price of outstanding options and/or (iii) any other affected terms of such awards, as the Committee, in its sole discretion, deems equitable or appropriate.

Amendment and Termination

The Board may suspend, terminate, modify or amend the Restated Plan in any respect at any time. However, shareholder approval is required to give effect to any amendment which would materially increase the maximum number of shares which may be issued under the Restated Plan, materially increase the benefits accruing under the Restated Plan or materially modify the eligibility requirements for participation in the Restated Plan. In any case, no suspension, termination, modification or amendment may adversely affect any of the rights of a participant under any awards previously granted, without his or her consent.

New Plan Benefits

Other than with respect to annual grants of restricted stock to our non-employee directors that will be made on the date of each annual meeting, awards under the Restated Plan are discretionary and are not subject to set benefits or amounts, and we have not approved any awards that are conditioned on stockholder approval of the Restated Plan. Accordingly, we cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers, directors or employees under the Restated Plan.

The table below sets forth the benefits or amounts that will be received annually by our current non-employee directors under the Restated Plan. Because the number of restricted stock awards to be issued to each non-employee director is a function of the fair market value on the grant date, dependent on the value of the underlying shares of common stock at the time of grant, the actual number of awards to be issued to the non-employee directors under the Restated Plan cannot currently be determined.

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Aggregate Awards Granted

The following table sets forth information with respect to the number of shares subject to awards previously granted, to the following listed individuals and specified groups under the Restated Plan since its inception through the record date. The table includes shares subject to awards that may have been exercised, canceled or forfeited. There are no associates of directors, executive officers or nominees who have been previously granted awards under the 2007 Plan. There is no person who has received 5% or more of the available shares under the 2007 Plan.

Certain Federal Income Tax Consequences

The following summary describes the principal U.S. federal income tax consequences of grants made under the Restated Plan. The summary is based upon an analysis of the Code, as currently in effect, judicial decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change. Any such change could have retroactive effect and could affect the consequences described in the summary. The summary does not purport to cover all federal income tax consequences that may apply to a participant, and does not contain any discussion of foreign, state or local tax laws. Participants are urged to consult their own tax advisors regarding the tax consequences to them of acquiring and exercising awards and upon the sale or other disposition of any common stock acquired under the Restated Plan, as well as any tax consequences that may arise under the laws of any state, local or foreign jurisdiction.

Incentive Stock Options

Options granted or to be granted under the Restated Plan will be either incentive stock options under Section 422 of the Code or nonqualified stock options. Incentive stock options can only be granted to employees. In general, neither the grant nor the exercise of an incentive stock option granted under the Restated Plan will result in taxable income to

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the employee or a deduction to the Company. However, the excess of the fair market value of the common stock acquired upon the exercise of an incentive stock option over the purchase price is included in the “alternative minimum taxable income” of the participant for the year in which such option is exercised and may subject the participant to increased taxes under the “alternative minimum tax”. If the common stock is sold before the later of two years from the grant date and one year from the date of exercise, the excess of the fair market value of the shares on the date of exercise (or sale proceeds if less) over the exercise price is taxed as ordinary income, and, subject to applicable provisions of the Code, including Section 162(m), the Company is entitled to a tax deduction for this amount; any remaining gain is taxed as short-term (if held one year or less) or long-term (if held more than one year) capital gain, without a Company tax deduction.

Nonqualified Stock Options

Nonqualified stock options are not intended to qualify as incentive stock options under Section 422 of the Code. In general, no taxable income will be recognized by the participant and no deduction will be allowed to the Company upon the grant of a nonqualified stock option. Upon exercise of a nonqualified stock option, a participant will recognize an amount of ordinary income equal to the excess of the fair market value on the exercise date of the shares of common stock issued to the participant over the purchase price. Subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled to a corresponding tax deduction equal to the amount included in the participant’s income. Any gain or loss realized by the participant upon the subsequent disposition of the shares will be taxed as short-term (if held one year or less) or long-term (if held more than one year) capital gain, but will not result in any further deduction for the Company.

Restricted Stock

A participant recognizes ordinary income equal to the fair market value of an award of restricted stock at the time the restrictions on the restricted stock lapse (and subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled to a corresponding tax deduction), unless the participant elects to be taxed currently under Section 83(b) of the Code. If such an election is made within 30 days after the date of grant of restricted stock, the participant will recognize ordinary income on the date of grant equal to the fair market value of the shares on the date of grant and subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled to a corresponding deduction. Any gain or loss realized by the participant upon the disposition of the shares will be taxed as short-term (if held one year or less) or long-term (if held more than one year) capital gain, as measured from the time the restrictions lapse (or from the date of grant if the participant makes the election under Section 83(b) of the Code), but will not result in any further deduction for the Company.

Restricted Stock Units

Upon the grant of restricted stock units, the participant recognizes no income and the Company is not allowed a deduction. When restricted stock units are paid, the participant realizes ordinary income in an amount equal to the fair market value of the underlying shares of common stock at the time of payment, and, subject to the provisions of the Code, including Section 162(m), the Company will be entitled to a corresponding deduction. Any gain or loss realized by the participant upon the subsequent disposition of the shares will be taxed as short-term (if held one year or less) or long-term (if held more than one year) capital gain, but will not result in any further deduction for the Company.

Vote Required

Shareholders can vote FOR, AGAINST or ABSTAIN on this proposal.

The affirmative vote of the majority of the votes cast on this proposal is required for approval of the Plan Amendment. In addition, at least 60% of the shares of Class C Preferred Stock must vote as a separate class or unanimously consent to effect or validate the approval of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE FIRST AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN.

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OUR EXECUTIVE OFFICERS

The table and biographies below identify our current executive officers, the term they have served with us and their business experience:

Peter D. Fitzsimmons was appointed President and Chief Executive Officer of the Company in March 2025. Mr. Fitzsimmons brings over 30 years of senior executive and advisory experience, including with a number of companies in retail and auto services. He is a Partner and Managing Director of AlixPartners, a global consulting firm, where he has served in client-focused leadership roles advising companies and serving as an advisor, CEO and CFO to clients undertaking significant transformation, turnaround, and operational improvement efforts. Some of his notable industry experience includes serving as CEO of a large automotive collision repair business, and as CFO of an auto parts distributor. He rejoined AlixPartners in 2020 after spending seven years with Tower Three Partners, an operationally-oriented private equity firm. Mr. Fitzsimmons first joined AlixPartners in 1995.

Brian J. D’Ambrosia was promoted to Executive Vice President — Finance, Chief Financial Officer and Treasurer in April 2018. Before that, since January 2017, Mr. D’Ambrosia served as Senior Vice President — Finance, Chief Financial Officer and Treasurer, and was appointed Assistant Secretary in May 2017. Mr. D’Ambrosia was Vice President — Finance from May 2016 to December 2016. From January 2013 to May 2016, Mr. D’Ambrosia was Vice President — Controller and was named Chief Accounting Officer in December 2015. From August 2010 to January 2013, Mr. D’Ambrosia, a certified public accountant, was Regional Controller — Americas Process Solutions Group at Robbins & Myers, Inc., a publicly held manufacturer of engineered equipment and systems in the global energy and industrial markets. From August 2005 to July 2010, Mr. D’Ambrosia held various accounting and finance positions with Birds Eye Foods, Inc., including Controller-Accounting, Reporting and Planning and Controller-Operations Accounting. From September 2003 to August 2005, Mr. D’Ambrosia was Chief Financial Officer at Rochester Sports Group, a company in the sports entertainment industry. Mr. D’Ambrosia was previously an Audit Manager with Deloitte & Touche, LLP, in Rochester, New York, and was affiliated with that firm from 1997 to 2003.

Maureen E. Mulholland was promoted to Executive Vice President — Chief Legal Officer and Secretary in August 2020, having previously served as Senior Vice President — General Counsel and Secretary since August 2017. Ms. Mulholland joined the Company as General Counsel in October 2003 and was appointed Vice President in May 2012. Prior to joining the Company, Ms. Mulholland worked as an associate attorney at the Rochester, NY-based law firms of Underberg & Kessler LLP and Harris Beach, PLLC. She graduated from the University of Notre Dame Law School.

Cindy L. Donovan was promoted to Senior Vice President — Chief Information Officer in November 2022. Ms. Donovan joined the Company in September 2019 as the Director of Project Management and Data Architecture, and she was promoted to Vice President — Information Technology in January 2020. Later, she was promoted to Senior Vice President —Information Technology in December 2020. Before joining the Company, Ms. Donovan was Vice President, Chief Information Officer at IEC Electronics Corp. from December 2016 to August 2019 and Senior IT Manager, Data Services for Paychex, Inc. from December 2014 to December 2016. Earlier in her career, she held leadership positions at Carestream Health from 2007 to 2014, including Director of IT Strategic Planning, PMO, and Governance, after holding several IT management, compliance and ERP application development positions at Eastman Kodak Company until 2006.

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Nicholas Hawryschuk was promoted to Senior Vice President — Operations in February 2025. Mr. Hawryschuk leads all aspects of the Company’s retail and commercial operations. He is responsible for developing and executing Monro’s strategy and implementation plan to further strategic goals. Mr. Hawryschuk joined Monro as Vice President — Finance in August 2020 and was promoted to Vice President — Finance and Operations Support in July 2022. His role was expanded when he was appointed Vice President — Finance and Operations in March 2024, overseeing the Finance and Loss Prevention organizations and leading the Company’s Operations Support Team. He also extended his scope to lead and grow Monro’s Fleet and Strategic Accounts business and the Company’s Global Call Center. Prior to serving with the Company, Mr. Hawryschuk was the Senior Director of Global Business Service Finance and Controller of Global Finance Shared Services at Xylem, Inc., a global manufacturer of water technology.

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PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are asking our shareholders to vote on an advisory resolution to approve the compensation paid to our executive officers for Fiscal 2025 (“Say on Pay”). Our Fiscal 2025 compensation program reflects our pay-for-performance philosophy. We continue to tie a significant portion of our Named Executive Officer compensation to both short and long-term Company-performance objectives. We also believe that our compensation programs are designed to align the interests of our executive officers with those of our shareholders.

We urge shareholders to read the “Compensation Discussion and Analysis,” below, which details how our executive compensation programs and policies are designed to achieve our compensation objectives, as well as the 2025 Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our Named Executive Officers.

2025 Advisory Vote on Executive Compensation

The Compensation Committee, along with the Board, believe that the policies, procedures and amounts of compensation discussed here, and described further in this Proxy Statement, are effective in achieving the desired goals of aligning our executive compensation structure with the interests of our shareholders. To indicate approval of our executive compensation, a majority of the votes cast must vote in favor of the proposal.

This Say on Pay vote is advisory and therefore is not binding on the Company, the Compensation Committee or our Board. However, our Board values the opinions of our shareholders and, to the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether actions are necessary to address these concerns.

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking shareholders to approve the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on a non-binding basis.”

We currently hold this vote on an annual basis. The next vote is expected to be held at the 2026 annual meeting of shareholders (the “2026 Annual Meeting”).

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis (the “CD&A”) describes our executive compensation programs and explains how the Compensation Committee of the Board of Directors (the “Committee”) made its compensation decisions for our named executive officers for Fiscal 2025. In addition to the compensation of the Named Executive Officers, as a matter of practice the Committee reviews the compensation and performance of all Senior Vice President and Executive Vice President-level employees.

Below is the list of our named executive officers (our “Named Executive Officers” or “NEOs”) for Fiscal 2025:

Mr. Broderick’s employment with the Company terminated on March 27, 2025.

Mr. Fitzsimmons was appointed by the Board of Directors as our CEO, effective March 28, 2025.

Mr. Hawryschuk was appointed by the Board of Directors as Senior Vice President – Operations on February 5, 2025.

The following discussion and analysis should be read in conjunction with the tabular disclosures regarding the compensation of our Named Executive Officers in Fiscal 2025 and the report of the Committee, which immediately follow below.

Executive Summary

Compensation Philosophy and Objectives

Our executive compensation program is overseen and administered by the Committee, which is comprised entirely of independent directors as determined in accordance with Nasdaq rules. The Committee operates under a written charter adopted by the Committee and ratified by the Board of Directors. A copy of the charter is publicly available on our website at https://corporate.monro.com/investors/governance/governance-documents/default.aspx.

Our compensation program is intended to meet three principal objectives: (1) attract, reward and retain officers and other key employees; (2) motivate these individuals to achieve short-term and long-term corporate goals and enhance shareholder value; and (3) support our core values and culture by promoting internal equity and external competitiveness. To meet these objectives, the Committee has adopted the following overriding policies:

The above policies guide the Committee in determining the proper allocation between short-term and long-term compensation. Other considerations include our financial performance, business objectives, our fiduciary and corporate responsibilities (including internal equity considerations and affordability), competitive practices and trends, and regulatory requirements.

Our compensation program rewards our Named Executive Officers for attaining established goals that require the dedication of their time, efforts, skills and business experience for the success of the Company. The program is designed to incentivize and reward both annual and long-term performance. Short-term compensation is provided

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through base salary and annual incentive. Long-term compensation is provided through a mix of stock options, performance-vesting restricted stock units (“PSUs”); and time-vesting restricted stock units (“RSUs”). The value of each element is based on a number of factors predicated on the Company’s financial performance. In addition, our Named Executive Officers receive other benefits, which are available to all other salaried employees of the Company.

Shareholder Engagement

We believe that it is important for us to communicate with shareholders regularly regarding areas of interest or concern. Engagement with shareholders allows us to solicit input and respond to questions about Company matters, including our executive compensation program. At the 2024 annual meeting of the shareholders, approximately 99% of the votes cast were in favor of the advisory vote to approve executive compensation. The Committee considered these results when making the decisions described in this CD&A. We believe our current long-term program ensures alignment with shareholders and a focus on pay for performance. We will continue to engage with our shareholders and evaluate their feedback for potential changes in the future.

Oversight of the Executive Compensation Program

The Committee administers our executive compensation program on behalf of the Board and our shareholders.

In determining the appropriate compensation package for our executives, the Committee reviews, on an annual basis, each executive’s past and present compensation, including equity and non-equity-based compensation. In addition, our CEO annually reviews the performance of each of the executives (other than himself, whose performance is reviewed annually by the Committee). The conclusions reached and recommendations made based on these reviews for base salary levels, annual bonus and long-term incentive amounts are presented to the Committee in May each year. The Committee relies to a large extent on our CEO’s evaluations of each executive’s performance. However, it is the Committee which makes all final compensation decisions regarding our executives.

The Committee aims to have a substantial portion of each executive’s compensation be incentive-based, with the most senior executives having the highest proportion. For these executives, the emphasis is further weighted toward long-term incentives to align with sustained performance and shareholder value creation.

Role of the Compensation Consultant

As outlined in its charter, the Committee has the authority to retain consultants and advisers, at the Company’s expense, to assist in the discharge of the Committee’s duties. The Committee has retained the services of Exequity, LLP (“Exequity”) as its independent compensation consultant. Exequity has not provided any other services to the Company prior to or subsequent to being retained as the compensation consultant to the Committee. The Committee was solely responsible for the decision to retain Exequity as its consultant. Exequity advises the Committee on matters

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of Named Executive Officer compensation, assists with analysis and research, and provides updates on evolving best practices in compensation. While Exequity may express an opinion on compensation matters, the Committee is solely responsible for setting the type and amount of compensation for our Named Executive Officers. Exequity reports directly to the Committee and has direct access to the Committee through the Committee’s Chair. The Committee requires that any compensation consultant it retains cannot be utilized by management for other purposes. Although management may work closely with the consultant, the consultant is ultimately accountable to the Committee on matters related to executive compensation.

The Committee recognizes that it is essential to receive objective advice from its compensation consultant. The Committee examines the procedures and safeguards that Exequity takes to ensure that the compensation consulting services are objective. The Committee has assessed the independence of Exequity pursuant to Nasdaq rules and its charter and concluded that Exequity’s work for the Committee does not raise any conflict of interest. In making this assessment, the factors taken into consideration included:

Benchmarking

In addition to many other factors that affect compensation determinations, the Committee considers the compensation practices of a peer group, where available, in evaluating the compensation program. The Committee reviews the peer group annually, with support from Exequity, to ensure the peer group remains relevant and comparable to Monro in terms of industry and size. For fiscal 2025, no changes were made to the peer group. The peer group of 18 companies includes companies within the automotive aftermarket and specialty retail industry retailers with revenues between $600M and $3B. The peer group used to inform Fiscal 2025 executive compensation included:

The peer group was used in benchmarking NEO compensation for Fiscal 2025. The peer group served as the primary reference, with survey data utilized as a secondary reference.

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Elements of Compensation for Fiscal 2025

Monro’s executive compensation program and philosophy, set forth by the Compensation Committee, is designed to:

The objectives and key characteristics of our Fiscal 2025 executive compensation program are summarized below:

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Base Salary

We provide our Named Executive Officers (other than Mr. Fitzsimmons) with a base salary to compensate them for services rendered during the fiscal year. The amount of base salary is meant to reflect the primary responsibilities of his or her position and is set at a level that the Committee believes will enable us to attract and retain talent. The Committee considers a number of criteria in establishing and adjusting the base salary of a particular executive officer, including, among other things, recent hiring experience, individual performance, internal pay alignment and equity, responsibilities of the position, individual experience and methods to achieve results, as well as market data.

Salaries for executive officers are reviewed annually or when there is a change in position or responsibilities, such as a promotion. Annual salary planning begins with a percentage guideline for increases, based upon our annual budget, which is adjusted upward or downward for individual performance based on recommendations from our CEO. The guidelines are set after considering competitive market factors as previously described, affordability and current salary levels, as appropriate.

In May 2024, the Committee approved a base salary increase of 5% for Ms. Mulholland and a base salary increase of 7% for Ms. Donovan, in each case to better align their base salaries and total compensation with the peer group median. In February 2025, the Committee approved a base salary increase of 23% for Mr. Hawryschuk in connection with his promotion to Senior Vice President – Operations. Mr. Hawryschuk’s increased base salary was pro-rated for Fiscal 2025 beginning in November 2024 when he assumed the role of Divisional Vice President for the North Division upon the departure of the previous incumbent. Following the base salary increases, Ms. Mulholland’s base salary approximated the peer group 25^th percentile. Ms. Donovan’s and Mr. Hawryschuk’s base salaries trailed the peer group 25^th percentile by 12% and 19%, respectively.

Pursuant to the APS engagement letter (discussed below under Other Matters – APS Engagement Letter), APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive a base salary from us.

Annual Incentive

Each May, the Committee establishes targets for annual incentives in the form of performance-based cash bonuses to compensate executive officers, as well as other management employees. Our Named Executive Officers (other than Mr. Fitzsimmons) receive their annual incentive pursuant to our executive incentive plan.

Following the results of Exequity’s study of our peer group and general industry data, the Committee approved the changes to the incentive plan for Fiscal 2025, including:

As a result, the incentive plan for Fiscal 2025 focused on increasing revenue, profit and same store sales. Fiscal 2025 performance measures and weighting were:

The targets for operating income and comparable store sales were set based on the budget approved by the Board for Fiscal 2025. The Fiscal 2025 incentive opportunities for executives ranged from 0% to 200% of target based on performance. Under the incentive plan for Fiscal 2025, the target bonus amounts and maximum payout amounts for our Named Executive Officers were:

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All awards made under the incentive plan are subject to the Committee’s approval. In addition, the Committee has the sole authority to determine whether the performance targets have been achieved and, if so, the applicable incentive award percentages to be paid. The Committee may use its discretion to include or exclude extraordinary or unusual items in determining the level of achievement of the performance targets.

The Committee’s practice is to pay cash awards based upon the achievement of our annual financial performance goals.

The table below provides the Fiscal 2025 goals and achievements:

None of our Named Executive Officers earned an annual incentive for Fiscal 2025 because both operating income and comparable store sales were less than threshold.

Pursuant to the APS engagement letter (discussed below under Other Matters – APS Engagement Letter), APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive an annual incentive from us.

Long-Term Incentive Compensation

In Fiscal 2025 the Committee utilized a mix of three long-term incentive vehicles (PSUs, stock options, and RSUs) for our NEOs (other than Mr. Fitzsimmons). For all NEOs who receive equity awards except for Mr. Hawryschuk, the weighting assigned to each long-term incentive vehicle included:

In Fiscal 2025, for Mr. Hawryschuk the weighting of each long-term incentive vehicle included:

We believe our three-pronged approach to long-term incentives encourages retention, performance and a continuing link with shareholders.

PSUs issued for Fiscal 2025 (the “Fiscal 2025 PSUs”) vest on a sliding scale based on the Company’s relative Total Shareholder Return (“rTSR”) performance as compared to the S&P Composite Specialty Retail Index, measured at the end of fiscal year 2027 (“Fiscal 2027 PSU rTSR”). The Fiscal 2025 PSU vesting scale is as follows:

For rTSR percentiles between the 25^th and 50^th percentile and between the 50^th and 75^th percentile, the Fiscal 2025 PSUs vesting percentage will be determined by linear interpolation. The shift from pre-tax return on invested capital – used for the Fiscal 2024 PSUs – to rTSR for the Fiscal 2025 PSUs reflects findings from Exequity’s peer group and general industry analysis. rTSR was selected to strengthen the alignment between executive pay and long-term shareholder value creation.

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Other Matters

Employment and Other Agreements

The Company’s employment agreements and letter agreements with its executives are reviewed and approved by the Committee. The Committee believes that these agreements are an important part of our overall executive compensation program and serve as a recruitment and retention device.

The employment agreement for a Named Executive Officer, if any, generally addresses roles and responsibilities; rights to compensation and benefits during active employment; resignation by the employee with or without “Good Reason”, as defined in the agreement; termination in the event of death, disability or retirement; and termination for “Cause” and termination without “Cause”, as defined in the agreement. Further, the agreements stipulate that the executive may not compete with us or solicit our employees for prescribed periods following termination of employment and may not disclose confidential information of the Company.

The employment agreements also contain termination and related pay provisions in the event of a “change in control.” In each case, for the change in control provision to apply, there must be both (1) a “change in control,” as well as (2) a termination by us without cause or a resignation by the executive for reasons defined in the agreement, including a material diminution of his duties. A “change in control” is generally deemed to occur (i) when a person or group who was not an affiliate as of the date we entered into the agreement (a “Non-Affiliate”) acquires beneficial ownership of 50% or more of our Common Stock; (ii) upon our sale substantially as an entity to a Non-Affiliate; or (iii) when there occurs a merger, consolidation or other reorganization of the Company with a Non-Affiliate, in which our shareholders immediately preceding the merger hold less than 50% (disregarding the voting and consent rights of the Class C Preferred Stock) of the combined voting power for the election of directors of the Company immediately following the merger. Consistent with our policy, none of the employment agreements include an excise tax gross-up provision.

APS Engagement Letter

On March 28, 2025, we entered into an engagement letter with AP Services, LLC, an affiliate of AlixPartners (“APS”), pursuant to which APS will provide for Mr. Fitzsimmons to serve as the Company’s President and CEO and the Company will pay a monthly fee of $250,000 to APS for Mr. Fitzsimmons’ services in addition to reasonable out-of-pocket expenses. We have no role in determining the compensation received by Mr. Fitzsimmons for his services. Under the APS engagement letter, Mr. Fitzsimmons and APS representatives are prohibited from disclosing confidential information of the Company for three years after the end of the engagement. The engagement letter may be terminated by us or APS at any time upon written notice.

Broderick Agreement

In October 2023, we entered into an amended and restated employment agreement (the “Broderick Agreement”) with Mr. Broderick to serve as our President and Chief Executive Officer.

Under the Broderick Agreement, Mr. Broderick (i) was paid an annual base salary of at least $800,000 (as of January 2025); (ii) was eligible to earn an annual bonus for each fiscal year, pursuant to the terms of the bonus plan, of 75% of his base salary for achievement of Company threshold performance levels, 100% of his base salary for achievement of Company target performance levels, and 150% of his base salary for achievement of Company maximum performance levels or more; (iii) was eligible to receive annual equity incentive awards with a target value of $1,500,000 in a combination of awards on a basis comparable with other senior executives as determined by the Committee; and (iv) participated in the Company’s other incentive and welfare benefit plans made available to executives.

In March 2025, we entered into a separation agreement with Mr. Broderick (the “Separation Agreement”). Under the Separation Agreement, Mr. Broderick is entitled to salary continuation payments equal to one year of his base salary over a 12-month period. In addition, the vesting of his unvested RSUs and unvested options was accelerated, and the options remained exercisable for 90 days after the end of his employment. His PSUs will be eligible to vest on a pro rata basis based on the period of time Mr. Broderick was employed during the performance period and the Company’s achievement of the applicable performance goals, all in accordance with the other terms of any such plan or grant.

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D’Ambrosia Agreement

In October 2023, we entered into an amended and restated employment agreement (the “D’Ambrosia Agreement”) with Mr. D’Ambrosia, with a term extending through December 31, 2026. The D’Ambrosia Agreement automatically renews for successive one-year terms, unless either party gives notice of its intention not to renew. During the term of the D’Ambrosia Agreement, Mr. D’Ambrosia serves as our Executive Vice President – Finance and Chief Financial Officer.

Under the D’Ambrosia Agreement, Mr. D’Ambrosia (i) is paid a base salary of at least $450,000; (ii) is eligible to earn an annual bonus for each fiscal year, pursuant to the terms of our bonus plan, at least of 30% of his base salary for achievement of Company threshold performance levels, 60% of his base salary for achievement of Company target performance levels, and 90% of his base salary for the achievement of Company maximum performance levels or more, subject to the Committee’s discretion to change these targets; and (iii) participates in our other incentive and welfare and benefit plans made available to executives.

In addition, under the D’Ambrosia Agreement, Mr. D’Ambrosia is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. D’Ambrosia for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the D’Ambrosia Agreement and described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement.

The provisions described above and other material provisions of our agreement with APS and employment agreements with Messrs. Broderick and D’Ambrosia are discussed in the 2025 Summary Compensation Table, the Grants of Plan-Based Awards Table, and in the Potential Payments Upon Termination or Change in Control sections of this Proxy Statement.

Other Agreements

At this time, the Committee has determined that it is not necessary to enter into employment agreements with any other executive positions. Further Mses. Mulholland and Donovan are entitled to one year’s base salary upon an involuntary termination without cause or a resignation for good reason (which is increased to two years’ base salary if the involuntary termination without cause or resignation for good reason is within two years following a change in control of the Company), as well as a pro rata bonus for the year of termination and accelerated vesting of outstanding stock options and time-vesting equity awards. Mr. Hawryschuk is entitled to six months’ base salary, as severance pay should he be terminated by the Company for reasons other than cause or poor performance.

Impact of Accounting and Tax Treatment of Compensation

The accounting and tax treatment of compensation generally has not been a significant factor in determining the amounts of compensation for our executive officers. However, the Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to us with the benefit/value to the executive.

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EXECUTIVE COMPENSATION TABLES

2025 Summary Compensation Table

The table below sets forth the compensation paid to or earned by our Named Executive Officers for the three-year period ended March 29, 2025, or if less, the period of time in which the individual served as a Named Executive Officer.