Monro, Inc DEF 14A, filed Jul 6, 2023

About this DEF 14A

Monro, Inc. (MNRO)

DEF 14A 2023-07-06 For: 2023-08-15

View Original

Added on June 12, 2026

Stephen C. McCluski

Age: 71

Director since: 2013

Committees:

Audit (Chair)

Executive

Compensation

Nominating and Corporate Responsibility

Principal Occupation:

Former senior vice president and chief financial officer of Bausch & Lomb Incorporated (Retired)

Business Experience:

• Former senior vice president and chief financial officer of Bausch & Lomb Incorporated

• Former vice president and controller of Bausch & Lomb Incorporated

Current and Former Directorships:

• Current chairman of the Board of Directors and member of the audit committee of ImmunoGen, Inc. (Nasdaq: IMGN)

• Former director of Standard Microsytems Corporation

Skills and Expertise:

• Knowledge in finance, risk management, mergers and acquisitions, strategic planning, and financial reporting, accounting and controls

Monro, Inc filed this DEF 14A on July 6, 2023.

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☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Date:		Tuesday, August 15, 2023

Time:		10:00 a.m. (Eastern Daylight Time)

Location:		Virtual meeting to be held via the Internet at www.virtualshareholdermeeting.com/MNRO2023

Record Date:		Monday, June 26, 2023


General Meeting Information

2023 Annual Meeting Date and Time		Tuesday, August 15, 2023 10:00 a.m. (Eastern Daylight Time)

Record Date		Monday, June 26, 2023

Voting		Shareholders of record as of the record date are entitled to vote personally or by proxy at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting.



Voting Matters and Board of Directors’ Recommendations
Proposal	Voting Options	Vote Required for Approval	Board of Directors Recommendation

1. Election of Class 2 Directors	“FOR” all nominees or “WITHHOLD” your vote for all or any of the nominees	Each nominee for director must receive a majority of the votes cast	FOR EACH NOMINEE

2. Election of one Class 1 Director	“FOR” nominee or “WITHHOLD” your vote for nominee	Nominee for director must receive a majority of the votes cast	FOR NOMINEE

3. Advisory Vote to Approve Executive Compensation	“FOR,” “AGAINST” or “ABSTAIN” from voting	Majority of votes cast must vote in favor of this proposal	FOR

4. Advisory Vote to Approve Frequency of Future Executive Compensation Votes	“ONE YEAR,” “TWO YEARS”, “THREE YEARS” or “ABSTAIN” from voting	The frequency receiving the greatest number of votes will be considered the frequency recommended by shareholders	ONE YEAR

5. Ratification of Appointment of Independent Registered Public Accounting Firm	“FOR,” “AGAINST” or “ABSTAIN” from voting	Majority of votes cast must vote in favor of this proposal	FOR

6. Approval of Amendment to Declassify the Board	“FOR,” “AGAINST” or “ABSTAIN” from voting	Affirmative vote of at least two-thirds of outstanding shares of common stock must vote in favor of this proposal	FOR

7. Approval of the Reclassification Amendment	“FOR,” “AGAINST” or “ABSTAIN” from voting	See “General Information About the Meeting and Voting – Vote Required to Approve the Reclassification Amendment.”	FOR

8. Approval of the Liquidation Preference Amendment	“FOR,” “AGAINST” or “ABSTAIN” from voting	See “General Information About the Meeting and Voting – Vote Required to Approve the Liquidation Preference Amendment.”	FOR



Annual Elections	Yes	Stock Ownership Guidelines for Directors and Executives	Yes

Independent Board Chair	Yes	Anti-Hedging and Pledging Policy	Yes

Board Independence	88%	Code of Ethics	Yes

Audit, Compensation and Nominating Committee Independence	100%	Board Member Recruiting Guidelines	Yes

Number of Financial Experts	Two	Regular Executive Sessions of the Independent Board Members	Yes

Board Diversity	50% Diverse	Anonymous Reporting	Yes

Comprehensive Annual Board and Committee Evaluations	Yes	Executive Compensation Clawback Policy	Yes

Director Overboarding	No	Strategy and Risk Oversight by Board and Committees	Yes

Three New (Two Independent) Directors since 2020	Yes	ESG Reporting	Yes



What We Do		What We Don’t Do

Pay for Performance – majority of compensation “at risk”		Permit Short Sales by Directors, Officers or Employees

Reasonable Post-Employment and Change in Control Provisions		Allow Hedging or Pledging of Company Stock

Stock Ownership Guidelines		Offer Change in Control Tax Gross-Ups

Utilize Independent Compensation Advisor		Permit Repricing of Underwater Options without Shareholder Approval

Clawback Policy		Offer Unreasonable Perquisites

Annual shareholder “say on pay” vote		No single trigger cash severance based solely upon a change-in-control of the Company

Executive benchmarking

Modest perquisites


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT SUMMARY			i

GENERAL INFORMATION ABOUT THE MEETING AND VOTING			1

PROPOSAL NO. 1 — ELECTION OF CLASS 2 DIRECTORS			8

Class 2 Nominee Information			8

PROPOSAL NO. 2 — ELECTION OF CLASS 1 DIRECTOR			10

Class 1 Nominee Information			10

Class 1 Director Information			11

CORPORATE GOVERNANCE PRACTICES AND POLICIES			13

Environmental, Social and Governance (ESG)			13

Fiscal 2023 Highlights			13

Code of Ethics			13
Board Matters			14
Board of Directors’ Role in Risk Oversight			17
Certain Relationships and Related Party Transactions			18
Nominating Process			18
Communications with Directors			18
Director Compensation			19

OUR EXECUTIVE OFFICERS			21

PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			22
2023 Advisory Vote on Executive Compensation			22

PROPOSAL NO. 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			23

EXECUTIVE COMPENSATION			24

Compensation Discussion and Analysis			24
Executive Compensation Tables			34
Compensation Committee Interlocks and Insider Participation			49
Compensation Committee Report			50

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			51

DELINQUENT SECTION 16(A) REPORTS			52

PROPOSAL NO. 5 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53

Matters Relating to the Independent Registered Public Accounting Firm			53
Audit Committee Report			54

PROPOSAL NO. 6 — DECLASSIFICATION OF THE BOARD OF DIRECTORS			55

PROPOSAL NO. 7 — APPROVAL OF THE RECLASSIFICATION AMENDMENT			57

THE RECLASSIFICATION AGREEMENT			78

PROPOSAL NO. 8 — APPROVAL OF CLASS C PREFERRED STOCK LIQUIDATION PREFERENCE AMENDMENT			83

OTHER IMPORTANT INFORMATION			85

Shareholder Proposals for the 2024 Annual Meeting			85
Notice Regarding Delivery of Shareholder Documents			85
Notice Pursuant to Section 726(d) of the New York Business Corporation Law			85
Additional Information			86

EXHIBIT A			A-1

EXHIBIT B			B-1

EXHIBIT C			C-1

EXHIBIT D			D-1

EXHIBIT E			E-1



Meeting Time and Applicable Dates		This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Monro, Inc., a New York corporation, of the proxy to be voted at the Annual Meeting to be held on Tuesday, August 15, 2023, at 10:00 A.M. (Eastern Daylight Time), and at any adjournment or postponement thereof. The close of business on Monday, June 26, 2023 has been fixed as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting.

Attending the Annual Meeting		Monro will host the Annual Meeting solely by means of electronic communication via a virtual meeting at www.virtualshareholdermeeting.com/MNRO2023, commencing at 10:00 A.M. (Eastern Daylight Time) on August 15, 2023. There will not be an option for shareholders to attend the Annual Meeting in person. A summary overview of the information you need to attend the Annual Meeting over the Internet is provided below: • All shareholders can attend the Annual Meeting over the Internet at the website provided above; • Only shareholders as of the record date of June 26, 2023 may vote or submit questions electronically while attending the Annual Meeting (by using the control number provided in your Notice); • Instructions on how to attend the Annual Meeting are posted at the website provided above; and • A replay of the Annual Meeting will be available over the Internet for approximately 12 months following the date of the Annual Meeting at the website provided above.



Matters to be Voted Upon at the Annual Meeting		At the Annual Meeting, holders of record of our common stock as of June 26, 2023 will consider and vote upon the following proposals: 1. To elect four directors to Class 2 of the Board of Directors to serve a two-year term and until their successors are duly elected and qualified at the 2025 annual meeting of shareholders; 2. To elect one director to Class 1 of the Board of Directors to serve the remainder of the Class 1 term and until her successor is duly elected and qualified at the 2024 annual meeting of shareholders; 3. To approve, on a non-binding, advisory basis, the compensation paid to the Company’s Named Executive Officers; 4. To approve, on a non-binding basis, the frequency of future advisory votes on executive compensation; 5. To ratify the re-appointment of PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm of the Company for the fiscal year ending March 30, 2024; 6. To approve an amendment to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”) to declassify the Board of Directors (the “Board Declassification Amendment”); 7. To approve an amendment to the Restated Certificate to increase the conversion ratio of the Class C Preferred Stock and mandatorily convert the Class C Preferred Stock into common stock by the 2026 annual meeting of shareholders (the “Reclassification Amendment”); 8. To approve an amendment to the Restated Certificate to provide a revised liquidation preference to the Class C Convertible Preferred Stock, par value $1.50 per share (“Class C Preferred Stock”) upon a liquidation event (the “Liquidation Preference Amendment”); and 9. To consider such other business as may properly be brought before the meeting or any adjournment or postponement thereof. As of the date of this Proxy Statement, these are the only matters that the Board of Directors intends to present at the Annual Meeting. The Board does not know of any other business to be presented at the Annual Meeting. The Board of Directors recommends that you vote “FOR” each of the director nominees in Proposal Nos. 1 and 2, “FOR” Proposal No. 3 and Proposal Nos. 5 – 8, and, for Proposal No. 4, “FOR” a frequency of “ONE YEAR.”

Participating in the Annual Meeting		Shareholders may ask a question pertaining to the business of the meeting using the web portal during the Annual Meeting. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to one question. If we are unable to answer every question during the Annual Meeting, we will do our best to provide a response to any unanswered questions directly to the shareholder who posed the question. If a shareholder or guest experiences technical or logistical issues with accessing the virtual web portal, they will be provided a technical support telephone number on the login page of our Virtual Shareholder Meeting site.

Voting Rights of Holders of Common Stock		Shareholders of record as of the record date are entitled to vote personally or by proxy at the Annual Meeting. On the record date, there were 31,418,589 shares of our common stock, par value $0.01 per share (“common stock”) outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. Our shareholders do not have cumulative voting rights. The voting rights of common shareholders are subject to the voting rights of the holders of the shares of our Class C Preferred Stock.



Rights of Holders of Class C Preferred Stock		At least 60% of the shares of Class C Preferred Stock must vote as a separate class or unanimously consent to effect or validate any action taken by our common shareholders. Therefore, the holders of Class C Preferred Stock (“Class C Shareholders”) have an effective veto over all matters put to a vote of our common shareholders, and could use that veto power to block any matter that our common shareholders may approve at the Annual Meeting. On the record date, there were 19,664 shares of Class C Preferred Stock outstanding. Effective as of May 12, 2023, the Class C Shareholders entered into a Reclassification Agreement with the Company (as further described below and set forth in Exhibit C to this Proxy Statement, the “Reclassification Agreement”) pursuant to which Peter J. Solomon was appointed by all of the holders of Class C Preferred Stock as their agent to vote their shares of Class C Preferred Stock and common stock at the Annual Meeting and agreed to vote in Favor of Proposals 1, 2, 7 and 8 at the Annual Meeting. We expect that the Class C Shareholders will approve, by unanimous written consent, all matters currently proposed to be put to a vote of our common shareholders at the Annual Meeting.

Voting Instructions for Record Holders		If your shares are registered directly in your name with our transfer agent, then you are a shareholder of record with respect to those shares and you may vote by: • Calling 1-800-690-6903; • Visiting proxyvote.com before the meeting and inputting the control number shown on your Notice and proxy card; • completing and returning your proxy card by mail; or • attending the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/MNRO2023 and using the electronic voting options. Whether or not you plan to attend the Annual Meeting, you should vote as soon as possible. If you plan to vote before the Annual Meeting, your vote must be received by 11:59 p.m. Eastern Daylight Time on August 14, 2023.

Voting Instructions for Beneficial Owners		If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and you must instruct the broker, bank or other nominee to vote on your behalf. Please refer to the voting instructions provided by your broker, bank or other nominee for information on how to direct the voting of your shares.

Broker Non-Votes		Broker non-votes occur when beneficial owners do not give voting instructions to their brokers and the brokers lack the discretionary authority to vote on the proposal. If you are a beneficial owner and do not give instructions to your broker, the broker will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the New York Stock Exchange, which are also applicable to companies listed on the Nasdaq Stock Market (“Nasdaq”), the determination of whether a proposal is “routine” or “non-routine” will be made by the NYSE based on NYSE rules that regulate member brokerage firms. If a proposal is deemed “routine” and you do not give instructions to your broker or nominee, they may, but are not required to, vote your shares with respect to the proposal. If the proposal is deemed “non-routine” and you do not give instructions to your broker or nominee, they may not vote your shares with respect to the proposal and the shares will be treated as broker non-votes. Broker non-votes, if any, will be counted for purposes of calculating whether a quorum is present at the meeting, but will not be counted for purposes of determining the number of votes cast with respect to Proposals 1, 2, 3 and 4. Broker non-votes, if any, will have the same effect as voting against Proposals 6, 7 and 8.



Abstentions		You may abstain from voting on any proposal at the Annual Meeting. Abstentions will be counted for purposes of calculating whether a quorum is present at the meeting, but will not be counted for purposes of determining the number of votes cast with respect to Proposals 1, 2, 3, 4 and 5. Abstentions will have the same effect as voting against Proposals 6, 7 and 8.

Quorum		A quorum must be present in person or by proxy to hold the Annual Meeting and will exist if a majority of the issued and outstanding shares of our common stock are present in person or by proxy and are entitled to vote at the Annual Meeting. We will include abstentions and broker non-votes to determine whether a quorum is present at the Annual Meeting. John A. Heisman and Michael L. Boehme, our inspectors of election for the meeting, will determine whether a quorum is present and will tabulate votes cast by proxy or in person. If we do not have a quorum at the Annual Meeting, we expect to adjourn the meeting until we obtain a quorum.

Vote Required to Elect Directors		You may either vote for or withhold authority to vote for all or any of the nominees named in this Proxy Statement. To be elected, each nominee for director must receive a majority of the votes cast on the proposal. 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 election of directors. Votes that are withheld from any nominee count as a vote cast against that nominee. Abstentions and broker non-votes, if any, are not deemed to be votes cast and will therefore not affect this proposal.

Vote Required to Approve Compensation of Named Executive Officers		You may cast your vote in favor of, against, or abstain from voting to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers. To be approved, a majority of the votes cast on the proposal must vote in favor of this proposal. 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. Abstentions and broker non-votes, if any, are not deemed to be votes cast and will therefore not affect this proposal.

Vote Required to Approve the Frequency of Executive Compensation Votes		You may cast your advisory vote in favor of a one, two or three-year frequency of future executive compensation advisory votes. The frequency receiving the greatest number of votes cast will be considered the frequency recommended by shareholders. 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. Abstentions and broker non-votes, if any, are not deemed to be votes cast and will therefore not affect this proposal.

Vote Required to Ratify Appointment of PWC		You may cast your vote in favor of, against, or abstain from voting to ratify the re-appointment of PWC as our independent registered public accounting firm for the year ending March 30, 2024. To be approved, a majority of the votes cast on the proposal must vote in favor of this proposal. 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. Abstentions are not deemed to be votes cast and will therefore not affect this proposal. There will be no broker non-votes on this proposal because brokers have discretion to vote shares held in street name on this proposal without specific instructions from the beneficial owner of those shares.



Vote Required to Approve Board Declassification Amendment		You may cast your vote in favor of, against, or abstain from voting to approve the Board Declassification Amendment. To be approved, we must receive the affirmative vote of at least two-thirds (66 2/3%) of the outstanding shares of common stock in favor of this proposal. 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. Abstentions and broker non-votes, if any, will count as votes “against” this proposal.

Vote Required to Approve the Reclassification Amendment		You may cast your vote in favor of, against, or abstain from voting to approve the Reclassification Amendment. For the Reclassification Amendment to be approved, we must receive: • the affirmative vote of at least a majority of the outstanding shares of common stock held by all holders of common stock, voting as a separate class, in favor of this proposal; • the affirmative vote of at least a majority of the outstanding shares of common stock unaffiliated with the Class C Shareholders (the “Unaffiliated Shares”), voting as a separate class, in favor of this proposal; and • the affirmative vote of at least a majority of the outstanding shares of Class C Preferred Stock, voting as a separate class, in favor of this proposal. Abstentions and broker non-votes, if any, will count as votes “against” this proposal.

Vote Required to Approve the Liquidation Preference Amendment		You may cast your vote in favor of, against, or abstain from voting to approve the Liquidation Preference Amendment. For the Liquidation Preference Amendment to be approved, we must receive: • the affirmative vote of at least a majority of the outstanding shares of common stock held by all holders of common stock, voting as a separate class, in favor of this proposal; • the affirmative vote of at least a majority of the Unaffiliated Shares, voting as a separate class, in favor of this proposal; and • the affirmative vote of at least a majority of the outstanding shares of Class C Preferred Stock, voting as a separate class, in favor of this proposal. Abstentions and broker non-votes, if any, will count as votes “against” this proposal.

Revoking a Proxy		A shareholder who has given a proxy may revoke it at any time prior to its exercise by: • executing and delivering a later-dated proxy; • submitting a new vote by telephone or via the Internet prior to the Annual Meeting; • providing written notice of the revocation to the Secretary of the Company at the address below; or • attending the virtual Annual Meeting and voting electronically during the meeting. Please note that attending the Annual Meeting alone is not enough to revoke a proxy. If you have instructed a broker, bank or other nominee to vote your shares, you may submit a new, later-dated voting instructions or contact your bank, broker or other nominee.



Proxy Instructions		All shares of common stock represented by properly executed proxies returned and not revoked will be voted in accordance with instructions you give in the proxy. If you return a signed proxy but do not indicate voting instructions, your proxy will be voted as recommended by the Board of Directors, or “FOR” the following proposals: • the election of the four Class 2 director nominees named in the Proxy Statement; • the election of the one Class 1 director nominee named in the Proxy Statement; • approving the compensation paid to the Company’s named executive officers; • approving the frequency of holding future advisory votes on executive compensation every one year; • ratifying the appointment of PWC as our independent registered public accounting firm for the fiscal year ending March 30, 2024; • approving the Board Declassification Amendment to the Restated Certificate; • approving the Reclassification Amendment to the Restated Certificate; • approving the Liquidation Preference Amendment to the Restated Certificate; and • in the proxy holder’s best judgment as to any other matters properly brought before the Annual Meeting or any adjournment or postponement thereof.

Participants in the Proxy Solicitation		This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Monro in connection with the Annual Meeting. The Company will bear the cost of soliciting proxies. In addition, our directors, officers and employees may solicit proxies by telephone or otherwise. We have engaged Innisfree M&A Incorporated to solicit proxies in connection with our Annual Meeting for a fee of $40,000 plus certain expenses. We will reimburse brokers, banks or other nominees for their expenses in forwarding proxies and proxy materials to the beneficial owners of shares held in street name.

Results of the Annual Meeting		We will report the voting results in a filing with the U.S. Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K within four business days following the conclusion of the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results and will provide the final results in an amendment to the Form 8-K as soon as practicable after they become available.

Availability of Proxy Materials		We are following the SEC’s “e-proxy” rules that allow public companies to furnish proxy materials to shareholders via the Internet. The “e-proxy” rules allow us to send you a Notice of Internet Availability of Proxy Materials while providing online access to the documents instead of sending full, printed copies of the proxy materials. We first released the Notice to our shareholders of record on or about July 6, 2023. The Notice provides instructions on how to: (1) view our proxy materials for the Annual Meeting via the Internet; (2) vote your shares; and (3) request a printed copy of the proxy materials, free of charge. Our proxy materials, including the Notice, this Proxy Statement, your proxy card, and our 2023 Annual Report are available, free of charge, at www.proxyvote.com. You can also request paper or e-mailed copies by calling 1-800-579-1639 or emailing sendmaterials@proxyvote.com with your control number in the subject line of the email. Copies of this Proxy Statement and our 2023 Annual Report are also available in the Investor Information section of our website at https://corporate.monro.com/investors/financial-information. Information available on our website is not a part of, and is not incorporated into, this Proxy Statement. You may also request these materials by calling 1-800-876-6676 or emailing krudd@monro.com. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the environmental impact of the printed materials.



Multiple Copies of Proxy Materials		You may receive more than one Notice and multiple proxy cards or voting instructions. For example, if you hold your shares in more than one brokerage account, you may receive separate voting instructions for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one Notice or proxy card. To ensure that all of your shares are voted, please vote using each Notice, proxy card, or set of voting instructions that you receive. For more information, see the section entitled, “Notice Regarding Delivery of Shareholder Documents” below.

Contact for Questions		If you have any questions or need assistance in voting your shares, please contact us at the address and phone number below. Secretary Monro, Inc. 200 Holleder Parkway Rochester, NY 14615 (585) 647-6400


		iii


Board Diversity Matrix (As of June 26, 2023)
Total Number of Directors	8

Part I: Gender Identity	Female	Male	Non-Binary	Did not Disclose Gender

Directors	3	5	—	—

Part II: Demographic Background

African American or Black	1	—	—	—

White	2	5	—	—

LGBTQ+	1

Did not Disclose Demographic Background	—



Board or Committee		Primary Areas of Risk Oversight

Full Board of Directors		• Strategic, financial and execution risks and exposures associated with the annual operating plan • Major litigation and regulatory exposures and other current matters that may present material risks to the Company’s operations, plans, prospects or reputation • Acquisitions and divestitures (including through post-closing reviews) • Senior management succession planning • Employee pension and retirement savings plans, including relative investment performance and funded status • Cybersecurity risks, including reviewing measures based on presentations from the head of the Company’s Information Technology Department, which occur at least annually, and reports from the Audit Committee

Audit		• Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting and assets, financial policies, credit and liquidity matters and related-party transactions • Cybersecurity matters, including reviewing measures implemented by the Company to protect data and reviewing the Company’s plans to respond to any cyber breaches, and receiving regular reports from the head of the Company’s Information Technology Department • Legal, regulatory and compliance risks

Compensation		• Risks and exposures associated with performance management of officers and executive compensation programs and arrangements, including incentive plans

Finance ⁽¹⁾		• Risks and exposures associated with financial position and financing activities, including cost of capital • Use of financial instruments and other hedging arrangements and strategies to manage exposure to financial and market risks • Financial status of the Company’s defined benefit pension plan

Nominating and Corporate Responsibility		• Risks and exposures relating to director and key management succession planning and director independence • Compliance with corporate governance structure and processes, including succession planning and ESG initiatives and processes • Risks and exposures relating to ESG matters, including risks related to climate change, human capital management, diversity, stakeholder relations, and health, safety and the environment



Stock Ownership Guideline		Common stock or equivalents with an aggregate value equal to at least three times the annual cash retainer payable to each director

Target Date		Within a four-year period of joining the Board of Directors



Name	Fees Earned or Paid in Cash ($)		Stock Awards⁽¹⁾ ($)		Total ($)

John L. Auerbach		56,000		129,985		187,987

Frederick M. Danziger		76,000		129,985		205,985

Donald Glickman		91,000		129,985		220,985

Lindsay N. Hyde		64,000		129,985		193,985

Leah C. Johnson		55,000		129,985		184,985

Stephen C. McCluski		98,000		129,985		227,985

Robert E. Mellor		108,000		129,985		237,985

Peter J. Solomon		61,000		129,985		190,985

Hope B. Woodhouse		1,000		—		1,000



Name	Restricted Stock Outstanding (Shares)

John L. Auerbach		4,851

Frederick M. Danziger⁽¹⁾		—

Donald Glickman		4,851

Lindsay N. Hyde		4,851

Leah C. Johnson		4,851

Stephen C. McCluski		4,851

Robert E. Mellor		5,710

Peter J. Solomon		4,851

Hope B. Woodhouse		—


TOTAL		34,816


Name	Age	Office and Position

Michael T. Broderick	55	President and Chief Executive Officer

Brian J. D’Ambrosia	48	Executive Vice President — Finance, Chief Financial Officer, Treasurer and Assistant Secretary

Matt Henson	57	Chief Human Resources Officer

Maureen E. Mulholland	52	Executive Vice President — Chief Legal Officer and Secretary



What We Do		What We Don’t Do

✓ Pay for performance – majority of compensation “at risk”		X Permit short sales by directors, officers or employees

✓ Reasonable post-employment and change in control provisions		X Allow hedging or pledging of company stock

✓ Stock ownership guidelines		X Offer change in control tax gross-ups

✓ Utilize independent compensation advisor		X Permit repricing of underwater options without shareholder approval

✓ Clawback policy		X Offer unreasonable perquisites

✓ Annual shareholder “say on pay” vote		X No single trigger cash severance based solely upon a change-in-control of the Company

✓ Executive benchmarking

✓ Modest perquisites


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Compensation Element		Period Covered	Objectives
Fixed	Base Salary (Cash)	Annual	• Fixed annual cash provided for performing day-to-day job responsibilities • Generally determined based on an individual’s time in the position, experience, performance, future potential and market data • Reviewed annually for potential adjustment based on factors such as changes in the executive’s responsibilities, individual performance and market data

At-Risk	Annual Incentive Bonus (Cash)	Annual	• Variable cash compensation tied to the achievement of annual corporate financial and operational goals established by the Committee each fiscal year • Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value

	Long-Term Incentive (“LTI”) Compensation (Equity Awards)	3-4 years	• Mix of equity awards intended to provide a balanced portfolio with the intention of motivating, rewarding, and retaining executives • Objective is to provide 75% of equity awards as performance-based awards with the following mix: 25% stock options, 50% PSUs, and 25% RSUs • Stock options ^○ Aligns executive rewards with shareholder returns; no value unless stock price appreciates over the grant price ^○ Vests in equal installments over four years ^○ Encourages long-term, sustained performance ^○ Encourages retention through multi-year vesting • Performance-vesting stock units (PSUs) ^○ Vest over a three-year performance period ^○ PSUs are forfeited if multi-year objectives are not met ^○ Encourages long-term, sustained performance and retention ^○ Facilitates stock ownership • Time-vesting restricted stock units (RSUs) ^○ Vests in equal installments over four years ^○ Encourages retention through multi-year vesting ^○ Facilitates stock ownership


Name	Base Salary ($)⁽¹⁾		Target Bonus (% of Base Salary)		Maximum Bonus (% of Base Salary)

Michael T. Broderick		714,179		100		150

Brian J. D’Ambrosia		408,103		60		90

Maureen E. Mulholland		346,887		60		90

Robert J. Rajkowski		136,103		60		90

Matt Henson		346,888		60		90

Dan Tripoli		306,077		40		60


	Fiscal 2023 Goal and Actual Results Achieved
Name	Threshold				Target				Maximum				Actual
Comparable Store Sales Increase			4.5	%			6.8	%			9.1	%			2.8%
% of Target			50	%			100	%			150	%
Pre-tax income (thousands)		$	86,300			$	98,100			$	109,900			$	57,200
% of Target			50	%			100	%			150	%


Position		Stock Ownership Guideline
Chief Executive Officer		Common stock with an aggregate value equal to at least four times annual base salary
Other Named Executive Officers		Common stock with an aggregate value equal to at least three times annual base salary



Name and Principal Position	Year		Salary⁽¹⁾($)		Bonus⁽²⁾		Option Awards⁽³⁾($)		Stock Award⁽⁴⁾ ($)		Non-Equity Incentive Plan Compensation⁽⁵⁾($)		All Other Compensation⁽⁶⁾ ($)		Total ($)

Michael T. Broderick		2023		714,179				199,969		599,972		—		45,600		1,559,720
Chief Executive Officer and		2022		695,511				197,522		2,897,110		560,000		16,500		4,366,643
President

Brian J. D’Ambrosia		2023		408,103				174,981		524,998		—		34,700		1,142,782
Executive Vice President—		2022		400,000				172,876		524,958		164,000		26,100		1,287,934
Finance and Chief Financial Officer		2021		388,750				176,057		174,991		171,660		24,600		936,058

Maureen E. Mulholland		2023		346,887				149,980		449,979		—		30,300		977,146
Executive Vice President—		2022		333,333				148,176		449,964		136,667		26,100		1,094,240
Chief Legal Officer and Secretary		2021		275,000				62,872		62,485		93,290		23,800		517,447

Matt Henson		2023		346,888				149,980		712,472		—		16,700		1,226,040
Chief Human Resources Officer—		2022		251,513		225,000		99,054		562,428		85,934		7,000		1,230,929
Retail Operations

Daniel J. Tripoli		2023		306,077				99,991		199,990		—		16,800		622,858
Former Sr. Vice President—		2022		300,000				98,775		99,992		82,000		21,800		602,567
Retail Operations		2021		262,564				62,872		62,485		62,287		17,400		467,608

Robert J. Rajkowski		2023		136,103				149,980		149,991		—		271,300		707,374
Former Executive Vice President—		2022		400,000				148,176		449,964		164,000		19,900		1,182,040
Chief Operating Officer		2021		368,179				150,901		149,953		146,512		65,900		881,445