DEF 14A of Monro, Inc.
Filed Jul 3, 2024 · FY20240001193125-24-174671
Director Nominees
Director Nominees You are being asked to vote to elect the following five director nominees to Class 1 of our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement.
Director Nominees
| Name | Age | Director Since | Independent | Occupation | | John L. Auerbach | 46 | 2017 | Yes | Chief Executive Officer at Joopiter LLC | | Michael T. Broderick | 56 | 2021 | No | President and Chief Executive Officer of Monro, Inc. | | Lindsay N. Hyde | 42 | 2017 | Yes | Entrepreneur in Residence, Moderne Ventures, Senior Lecturer in Residence, Entrepreneurial Management at Harvard Business School | | Leah C. Johnson | 61 | 2020 | Yes | Executive Vice President, Chief Communications, Marketing & Advocacy Officer of Lincoln Center for the Performing Arts | | Thomas B. Okray | 61 | 2024 | Yes | Chief Financial Officer of Nikola Corporation |
Director Nominees
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Class 1 Nominee Information
Class 1 Nominee Information Set forth below is a summary of the biographical information for each of the Class 1 director nominees:
Class 1 Nominee Information
| John L. Auerbach Age: 46 Director since: 2017 Committees: Compensation (Chair) | Principal Occupation: Chief Executive Officer of Joopiter LLC Business Experience: • Founder of LiveArt Holdings, Inc., a collector-to-collector digital marketplace for fine art and objects • Founder of Eloquii Design, Inc., a digitally native direct-to-consumer women’s fashion brand sold to Walmart • Former chief executive officer of Uovo Art, LLC • Former executive vice president of Art & Objects and Digital Businesses at Sotheby’s, Inc. • Former senior vice president of Digital & Global eCommerce at Kate Spade & Company • Former international managing director of Digital & eCommerce Initiatives at Christie’s Inc. Current and Former Directorships: • Co-chairman, LiveArt Holdings, Inc. • Former chairman, Eloquii Design, Inc. | | | Skills and Expertise: • Knowledge and extensive operational experience in retail, eCommerce deployment and strategy, brand building, digital marketing and artificial intelligence |
Class 1 Nominee Information
| Michael T. Broderick Age: 56 Director since: 2021 Committees: Executive (Chair) | Principal Occupation: President and Chief Executive Officer of Monro, Inc. (Nasdaq: MNRO) Business Experience: • Former executive vice president of merchandising and store operations support at Advance Auto Parts (NYSE: AAP) • Former senior vice president of the automotive division of Canadian Tire Corporation (CTC-A.TO) • Former chief executive officer of Federal Mogul Corporation (Nasdaq: FDML) | | | Skills and Expertise: • Knowledge in store operations, category management, mergers and acquisitions, strategic development and execution and risk management • Leadership skills as a senior officer of several different companies • Experience in corporate governance best practices of other major corporations |
Class 1 Nominee Information
| Lindsay N. Hyde Age: 42 Director since: 2017 Committees: Audit Nominating and Corporate Responsibility | Principal Occupation: Entrepreneur in residence, Moderne Ventures, a venture capital fund focused on technology companies innovating within real estate, mortgage, finance, insurance, hospitality and home services, as well as a Senior Lecturer in Residence, Entrepreneurial Management at Harvard Business School. Business Experience: • Founder and former chief executive officer of Baroo, a provider of pet-related amenities in multifamily communities in large urban markets across the U.S. • Founder and former executive director of Strong Women, Strong Girls, a nationally recognized mentoring organization • Former global shaper with World Economic Forum Current and Former Directorships: • Former elected director of the Harvard Alumni Association • Former director of Coca-Cola Scholars Alumni Foundation | | | Skills and Expertise: • Experience in service delivery, marketing, strategic development and execution • Knowledge in risk management and human resources • Entrepreneurial leadership and approach • Community engagement and culture |
Class 1 Nominee Information
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Class 1 Nominee Information
| Leah C. Johnson Age: 61 Director since: 2020 Committees: Compensation | Principal Occupation: Executive Vice President, Chief Communications, Marketing & Advocacy Officer of Lincoln Center for the Performing Arts, an internationally renowned performing arts institution Business Experience: • Founder and former chief executive officer of LCJ Solutions, LLC, a strategic communications consulting firm • Former senior vice president, Global Corporate Affairs at Citigroup, Inc. • Former vice president of corporate communications at S&P Global Ratings (previously, Standard & Poor’s) Current and Former Directorships: • Former director of Pluralsight, Inc. • Current trustee of The Trust for Cultural Resources of the City of New York • Current trustee and member of the Executive Committee of the Museum of the City of New York • Current vice chair of the Board of Trustees at New York Public Radio • Current trustee of New York City Tourism + Conventions | | | Skills and Expertise: • Knowledge and operational experience in corporate strategy and communications, public affairs, marketing, change management, and diversity and inclusion • Entrepreneurial leadership and approach • Community engagement and culture |
Class 1 Nominee Information
| Thomas B. Okray Age: 61 Director since: 2024 Committees: Executive | Principal Occupation: Chief Financial Officer of Nikola Corporation, a global leader in zero-emissions transportation and energy supply and infrastructure solutions. Business Experience: • Former chief financial officer of Eaton (NYSE: ETN) • Former senior vice president and chief financial officer of W.W. Grainger, Inc. (NYSE: GWW) • Former executive vice president and chief financial officer of Advance Auto Parts, Inc. (NYSE: AAP) Current and Former Directorships: • Current director of Flowserve Corporation (NYSE:FLS) • Current board member of The Cleveland Orchestra • Current board member of The City Mission | | | Skills and Expertise: • Knowledge in finance, risk management, mergers and acquisitions, strategic planning, and financial reporting, accounting and controls • Leadership skills as a senior officer of several different companies • Knowledge in automotive aftermarket, merchandising and supply chain |
Class 1 Nominee Information
The Board of Directors recommends that you vote “FOR” each of the director nominees listed above.
Class 1 Nominee Information
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Class 2 Director Information
Class 2 Director Information Set forth below is a summary of the biographical information for each of the Class 2 Directors:
Class 2 Director Information
| Stephen C. McCluski Age: 72 Director since: 2013 Committees: Audit (Chair) Compensation Executive 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: • Former 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 |
Class 2 Director Information
| Robert E. Mellor Age: 80 Director since: 2010 Committees: Nominating and Corporate Responsibility (Chair) Compensation Executive | Principal Occupation: Chairman of the Board of Directors Business Experience: • Interim chief executive officer of Monro, Inc. from August 2020 to April 2021 • Former director of Ryland Group, Inc. • Former lead independent director of Board of Monro, Inc. • Former chairman of the Board of Directors and chief executive officer of Building Materials Holding Corporation (“BMHC”), provider of the distribution, manufacturing and sale of building materials and component products Current and Former Directorships: • Director (and Former Non-Executive Chairman of the Board of Directors) of Coeur Mining, Inc. (NYSE: CDE) • Former Director of CalAtlantic Group, Inc. • Former Chairman of the Board of Directors of BMHC Stock Holdings, Inc. | | | Skills and Expertise: • Knowledge in legal and regulatory matters, mergers and acquisitions, risk management, real estate, strategic development and execution, accounting and finance • Experience in corporate governance best practices of other major corporations |
Class 2 Director Information
| Peter J. Solomon Age: 85 Director since: 1984 Committees: Executive | Principal Occupation: Chairman of Solomon Partners, LP, an investment banking firm, and independently operated affiliate of Natixis, part of Groupe BPCE, the second largest banking group in France Business Experience: • Founder and chairman of Solomon Partners, LP, an investment banking firm Current and Former Directorships: • Former member of Boards of Director of Associate Dry Goods Corporation, Culbro Corporation, Edison Brothers Stores, Inc., Esquire, Inc., Handyman Corporation, Lawfin International Limited, LIN Broadcasting Corporation (now known as LIN Media, LLC (NYSE: LIN)), Office Depot, Inc. (Nasdaq: ODP), Phillips-Van Heusen Corporation (now known as PVH Corp. (NYSE: PVH)), The Miller-Wohl Company and The Stop & Shop Supermarket Company. | | | Skills and Expertise: • Knowledge in banking and financial services, capital markets, government regulations, mergers and acquisitions, strategic development and execution and risk management • Leadership skills shown throughout business career and government service • Experience in corporate governance best practices of other major corporations |
Class 2 Director Information
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Class 2 Director Information
| Hope B. Woodhouse Age: 68 Director since: 2023 Committees: Audit Compensation | Principal Occupation: Former chief operating officer of Bridgewater Associates, Inc. (Retired) Business Experience: • Former chief operating officer of Bridgewater Associates, Inc. • Former president and chief operating officer of Auspex Group, L.P. • Former chief operating officer of Soros Fund Management LLC Current and Former Directorships: • Director of Granite Point Mortgage Trust Inc. (NYSE: GPMT) • Director of Two Harbors Investment Corp. (NYSE: TWO) • Director of Acadia Realty Trust (NYSE: AKR) • Former member of Boards of Director of Atomyze LLC, Piper Jaffray Companies (NYSE: PJC), Soros Funds Limited, and Seoul Securities Corporation Ltd. | | | Skills and Expertise: • Knowledge in risk management, executive compensation, strategic planning, auditing, financial reporting, accounting and finance • Significant experience in corporate governance and executive compensation best practices of other public corporations |
Class 2 Director Information
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Director Compensation
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 2024, we changed the compensation structure for our directors, as shown in the table below:
Director Compensation
| | First and Second Quarters | Third and Fourth Quarters | | Quarterly retainer: | | | | Board service | $10,000 | $18,750 | | Board service—Board Chair | $7,500 | $15,000 | | Audit Committee Chair | $7,500 | $7,500 | | Audit Committee member | — | $3,750 | | Compensation Committee Chair | $3,750 | $3,750 | | Compensation Committee member | — | $1,875 | | Nominating and Corporate Responsibility Committee Chair | $2,500 | $2,500 | | Nominating and Corporate Responsibility Committee member | — | $1,250 | | Each Board meeting | $3,000 | — | | Each committee meeting (other than Executive) | $1,000 | — | | Each Executive Committee meeting | $1,000 | $1,000 |
Director Compensation
In addition, we reimburse the reasonable travel expenses for directors to attend meetings, as applicable. There were no changes to the calculation of the annual restricted stock awards received by each Board member. As such, each then-serving director received a grant of 3,749 shares of restricted stock on the date of the 2023 annual meeting of shareholders, determined by dividing $130,000 by $34.67, the closing price of a share of our common stock on the date of the 2023 annual meeting of shareholders. In addition to normal course compensation, non-employee directors who served on the Special Committee in calendar 2023 received a $20,000 annual retainer and $1,000 for each committee meeting attended for that service. This is included in the Director Compensation Table below.
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | John L. Auerbach | 113,250 | 129,978 | 243,228 | | Lindsay N. Hyde | 105,500 | 129,978 | 235,478 | | Leah C. Johnson | 91,375 | 129,978 | 221,353 | | Stephen C. McCluski | 155,250 | 129,978 | 285,228 | | Robert E. Mellor | 169,750 | 129,978 | 299,728 | | Thomas B. Okray | 18,750 | — | 18,750 | | Peter J. Solomon | 78,500 | 129,978 | 208,478 | | Hope B. Woodhouse | 86,750 | 129,978 | 216,728 |
Director Compensation Table
| (1) Each non-employee director was awarded 3,749 shares of the Company’s restricted stock on August 15, 2023 (the “Award Date”). This column represents the aggregate award date value of the restricted stock awarded during Fiscal 2024 under FASB ASC 718. The value of the restricted stock is derived by multiplying the number of shares awarded by the closing price per share on the Award Date of $34.67. For additional information on the valuation assumptions with respect to the Fiscal 2024 awards, refer to Note 10 of the Company’s financial statements in the Form 10-K for the year ended March 30, 2024, as filed with the SEC. The restricted stock awarded to directors vests over a three-year period. The following table shows the number of restricted stock awards outstanding for each non-management director as of March 30, 2024. |
Director Compensation Table
| Name | Restricted Stock Outstanding (Shares) | | John L. Auerbach | 6,150 | | Lindsay N. Hyde | 6,150 | | Leah C. Johnson | 6,150 | | Stephen C. McCluski | 6,150 | | Robert E. Mellor | 7,009 | | Thomas B. Okray | — | | Peter J. Solomon | 6,150 | | Hope B. Woodhouse | 3,749 | | TOTAL | 41,508 |
Compensation Philosophy and Objectives
| - | setting challenging yet realistic annual performance goals in our short-term incentive plan that rewards executives for the achievement of these goals; and |
Compensation Philosophy and Objectives
| - | providing a mix of long-term incentives weighted toward performance to ensure alignment with shareholders and focus on increasing shareholder value, while retaining key talent. |
Compensation Philosophy and Objectives
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 reward both annual and long-term performance. Short-term performance is rewarded through base salary and annual incentive. Beginning in fiscal 2019, long-term performance has been rewarded through a mix of three vehicles: stock options, performance-vesting restricted stock units (“PSUs”); and time-vesting restricted stock units
Compensation Philosophy and Objectives
| 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 | |
Role of the Compensation Consultant
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 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
Role of the Compensation Consultant
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Role of the Compensation Consultant
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:
Role of the Compensation Consultant
| • | that the compensation consultant reports directly to the Committee, and the Committee has the sole power to terminate or replace its compensation consultant at any time; |
Role of the Compensation Consultant
| • | the compensation consultant does not provide any other services to the Company; |
Role of the Compensation Consultant
| • | the compensation consultant’s policies and procedures are designed to prevent conflicts of interest; |
Role of the Compensation Consultant
| • | whether the compensation consultant’s advisor to the Company owns stock in the Company; and |
Role of the Compensation Consultant
| • | any business or personal relationships between the compensation consultant’s advisor to the Company, on one hand, and any member of the Committee or any executive officer, on the other hand. |
Benchmarking
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. In Fiscal 2023, the Committee engaged Exequity to reevaluate its peer group to be used for executive compensation purposes. On May 11, 2023, the Committee approved a new peer group of 20 companies, including companies within the automotive aftermarket and retailers with revenues between $600M and $3B or a similar market capitalization, with a focus on industry, operating characteristics and revenue. As such, the peer group used in Fiscal 2024 executive compensation decisions included:
Benchmarking
| America’s Car-Mart, Inc. | Leslie’s, Inc. | Sportsman’s Warehouse Holdings, Inc. | | Big 5 Sporting Goods Corporation | MarineMax, Inc. | Standard Motor Products, Inc. | | CarParts.com, Inc. | Mister Car Wash, Inc. | The Container Store Group, Inc. | | Dorman Products, Inc. | National Vision Holdings, Inc. | TravelCenters of America Inc. | | Driven Brands Holdings Inc. | OneWater Marine Inc. | Valvoline Inc. | | Hibbett, Inc. | RumbleOn, Inc. | Vroom Inc. | | Lazydays Holdings, Inc. | Shift Technologies, Inc. | |
Benchmarking
This peer group was used to conduct executive compensation benchmarking for the Named Executive Officers in Fiscal 2024. The peer group served as the primary reference, with survey data utilized as a secondary reference. Results of the benchmarking indicated that, on an aggregate basis, all components of pay (base salary, target annual incentive bonus, and long-term incentives) fell at or below the median of both the peer group and survey data.
Benchmarking
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Elements of Compensation for Fiscal 2024
| • | Motivate our executive officers to achieve short-term and long-term corporate goals that will enhance shareholder value. |
Elements of Compensation for Fiscal 2024
| 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 generally 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 |
Base Salary
Base Salary We provide our Named Executive Officers 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, longer term potential, 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. The performance of each executive officer is evaluated annually following the close of the fiscal year so that each executive’s performance can be assessed within the context of our performance against our financial and strategic goals for the year. Individual performance is evaluated based on the specific responsibilities and accountabilities of the executive, the value of the services provided, the executive’s management skills and experience, and the individual’s contribution to our performance and profitability. In June 2023, the Committee approved a salary increase of 3% to the base salaries of each of the Named Executive Officers to ensure greater consistency with market practice. In addition to the 3% increase, the Committee approved an additional $15,000 increase to Ms. Donovan’s base salary to better align her total compensation with the survey group median. This increase followed the results of Exequity’s study of our peer group, which showed that all components of the Named Executive Officers’ pay (base salary, target annual incentive bonus, and long-term incentives) fell at or below the median of peer group and survey data. Following the Committee’s increase of base salaries based on the peer group and survey group studies, in October 2023, the Committee determined to increase the base salaries of Messrs. Broderick and D’Ambrosia effective as of January 1, 2024 in connection with their entry into amended and restated employment agreements. See “Other Matters — Employment Agreements” below.
Annual Incentive
Annual Incentive The Committee has the authority to award annual incentives to our executive officers. Each May, the Committee establishes targets for annual incentives in the form of performance-based cash bonuses to compensate executive officers, as well as other management employees. Our Named Executive Officers receive their annual incentive pursuant to our executive incentive plan. The incentive plan for Fiscal 2024 was established in line with more traditional annual bonus measures meant to focus executives on our objectives to increase revenue, profit and same store sales. Fiscal 2024 performance measures and weighting were:
Annual Incentive
| 1. | 50% based on comparable store sales; and |
Annual Incentive
| 2. | 50% based on pre-tax income. |
Annual Incentive
The targets for comparable store sales and pre-tax income were set based on the budget approved by the Board for Fiscal 2024. The Fiscal 2024 incentive opportunities for executives ranged from 0% to 150% of target based on performance. Under the executive bonus plan for Fiscal 2024, the target bonus amounts and maximum payout amounts for our Named Executive Officers were:
Annual Incentive
| Name | Base Salary ($)(1) | Target Bonus (% of Base Salary) | Maximum Bonus (% of Base Salary) | | Michael T. Broderick | 773,020 | 100 | 150 | | Brian J. D’Ambrosia | 439,940 | 60 | 90 | | Maureen E. Mulholland | 369,376 | 60 | 90 | | Matt Henson | 369,376 | 60 | 90 | | Cindy L. Donovan | 311,452 | 40 | 60 |
Annual Incentive
| (1) Represents the actual amounts paid to the Company’s Named Executive Officers for Fiscal 2024. |
Annual Incentive
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Annual Incentive
All incentive awards made under the executive 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 by us 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 Committee carefully considers any exceptions. Absent extraordinary circumstances, there are no payouts for below threshold performance. The table below provides the Fiscal 2024 goals and achievements:
Annual Incentive
| | Fiscal 2024 Goal and Actual Results Achieved | | | | | Name | Threshold | Target | Maximum | Actual | | Comparable Store Sales Increase | 3.0% | 5.0% | 7.0% | -2.0% | | % of Target | 50% | 100% | 150% | | | Pre-tax income (thousands) | $71,800 | $81,600 | $91,400 | $51,880 | | % of Target | 50% | 100% | 150% | |
Annual Incentive
None of our Named Executive Officers earned an annual incentive for Fiscal 2024 because both comparable store sales and pre-tax income were less than their thresholds.
Long-Term Incentive Compensation
Long-Term Incentive Compensation In Fiscal 2024 the Committee again utilized a mix of three long-term incentive vehicles (stock options, PSUs and RSUs). For all NEOs except for Ms. Donovan, the percentages assigned between each long-term incentive vehicle are as follows:
Long-Term Incentive Compensation
| 1. | 25% stock options; |
Long-Term Incentive Compensation
| 2. | 50% PSUs; and |
Long-Term Incentive Compensation
| 3. | 25% RSUs. |
Long-Term Incentive Compensation
In Fiscal 2024, for Ms. Donovan the percentages assigned between each long-term incentive vehicle are as follows:
Long-Term Incentive Compensation
| 1. | 33% stock options; |
Long-Term Incentive Compensation
| 2. | 33% PSUs; and |
Long-Term Incentive Compensation
| 3. | 33% RSUs. |
Long-Term Incentive Compensation
We believe our three-pronged approach to long-term incentives encourages retention, performance and a continuing link with shareholders. For our executives, the amount of long-term incentive compensation is intended to motivate executives to make stronger business decisions, improve financial performance, focus on both short-term and long-term objectives and encourage behavior that protects and enhances the long-term interests of our shareholders. We believe that equity awards are a significant portion of the total compensation package for executives and are an important retention tool. PSUs issued for Fiscal 2024 (the “Fiscal 2024 PSUs”) vest on a sliding scale based on our attainment of a pre-tax return on invested capital goal calculated at the end of fiscal year 2026 (“Fiscal 2026 PSU ROIC”). Fifty percent of the Fiscal 2024 PSUs will vest upon the attainment of a threshold calculation of 11% Fiscal 2026 PSU ROIC, up to the entirety of the Fiscal 2024 PSUs vesting based on the attainment of a 13.5% Fiscal 2026 PSU ROIC. ROIC was identified as an important measure for us to focus management on the efficient deployment of capital over the long-term. We believe ROIC in the long-term plan, coupled with the short-term metrics in the annual bonus of profit and organic growth, ensures a balanced approach of both income and capital management. The Committee considered the following factors in evaluating the 2024 long-term incentive compensation grants for our Named Executive Officers: recommendation by our CEO, Company and individual performance, change in responsibility, peer group and survey benchmarking, the recipient’s level within the Company’s overall workforce, prior equity compensation awards, the value of the awards as a percentage of the recipient’s total compensation and the expense associated with the awards. Fiscal 2024 long-term incentive grants are consistent with the prior fiscal year to maintain the proportion of performance-based compensation relative to our peer group median.
Long-Term Incentive Compensation
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Employment Agreements
Employment Agreements The Company’s employment agreements with its executives are reviewed and approved by the Committee. The Committee believes that these employment 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 generally addresses role 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.
Broderick Agreement
Under the Broderick Agreement, Mr. Broderick (i) is paid an annual base salary of at least $800,000 (as of January 1, 2024); (ii) is 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) is 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) participates in the Company’s other incentive and welfare benefit plans made available to executives. Under the Broderick Agreement, Mr. Broderick received an increase in both annual salary and long-term incentive award target value in order to better align his overall compensation package with market. In consideration of Mr. Broderick’s execution of the Broderick Agreement, the Company granted Mr. Broderick a non-qualified stock option to purchase up to 10,000 shares of common stock at an exercise price of $25.74 per share. The option vests in three equal installments on the first, second and third anniversaries of October 26, 2023 and expires October 26, 2029. This option is in addition to the annual equity grant received by Mr. Broderick and reflected an award deemed reasonable by the Committee for the purposes of retention. In addition, under the Broderick Agreement, Mr. Broderick is entitled to certain payments upon termination without Cause (as defined therein), a resignation by Mr. Broderick for Good Reason (as defined therein), or a termination in the event of a Change in Control of the Company (as defined therein), all set forth in detail in the Broderick Agreement and described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement.
D’Ambrosia Agreement
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 (as of January 1, 2024); (ii) is eligible to earn an annual bonus for each fiscal year, pursuant to the terms of our bonus plan, 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. Under the D’Ambrosia Agreement, Mr. D’Ambrosia received an increase in annual salary in order to better align his overall compensation package with market. In consideration of Mr. D’Ambrosia’s execution of the D’Ambrosia Agreement, the Company granted Mr. D’Ambrosia a non-qualified stock option to purchase up to 5,000 shares of common stock at an exercise price of $25.74 per share. The option vests in three equal installments on the first, second and third anniversaries of October 26, 2023 and expires October 26, 2029. This option is in addition to the annual equity grant received by Mr. D’Ambrosia and reflected an award deemed reasonable by the Committee for the purposes of retention. 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.
Henson Agreement
Henson Agreement In July 2021, we entered into an employment agreement, as amended as of May 11, 2022 (the “Henson Agreement”) with Mr. Henson, with an initial term of July 6, 2021 through December 31, 2023. The Henson Agreement automatically renewed for successive one-year terms, unless either party gave notice of its intention not to renew. During the term of the Henson Agreement, Mr. Henson served as our Chief Human Resources Officer. Under the Henson Agreement, Mr. Henson (i) was paid a base salary of at least $340,000; (ii) was eligible to earn an annual bonus for each fiscal year, pursuant to the terms of our bonus plan, of 30% of his base salary for achievement of Company threshold performance levels, 60% of his base salary for achievement of Company target performance levels, and 90% of his base salary for achievement of Company maximum performance levels or more; and (iii) participated in our other incentive and welfare benefit plans made available to executives.
2024 Summary Compensation Table
2024 Summary Compensation Table The table below sets forth the compensation paid to or earned by our Named Executive Officers listed in the table for the three-year period ended March 30, 2024, or if less, the period of time in which the individual served as a Named Executive Officer.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Option Awards(2) ($) | Stock Award(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Michael T. Broderick | 2024 | 773,020 | — | 245,588 | 600,005 | — | 33,800 | 1,652,413 | | Chief Executive Officer and | 2023 | 714,179 | — | 199,969 | 599,972 | — | 45,600 | 1,559,720 | | President | 2022 | 695,511 | — | 197,522 | 2,897,110 | 560,000 | 16,500 | 4,366,643 | | Brian J. D’Ambrosia | 2024 | 439,940 | — | 189,101 | 524,995 | — | 35,000 | 1,189,036 | | Executive Vice President— | 2023 | 408,103 | — | 174,981 | 524,998 | — | 34,700 | 1,142,782 | | Finance and Chief Financial Officer | 2022 | 400,000 | — | 172,876 | 524,958 | 164,000 | 26,100 | 1,287,934 | | Maureen E. Mulholland | 2024 | 369,376 | — | 132,613 | 449,984 | — | 30,600 | 982,573 | | Executive Vice President— | 2023 | 346,887 | — | 149,980 | 449,979 | — | 30,300 | 977,146 | | Chief Legal Officer and Secretary | 2022 | 333,333 | — | 148,176 | 449,964 | 136,667 | 26,100 | 1,094,240 | | Matt Henson | 2024 | 369,376 | — | 132,613 | 449,984 | — | 458,400 | 1,410,373 | | Former Chief Human Resources | 2023 | 346,888 | — | 149,980 | 712,472 | — | 16,700 | 1,226,040 | | Officer | 2022 | 251,513 | 225,000 | 99,054 | 562,428 | 85,934 | 7,000 | 1,230,929 | | Cindy L. Donovan | 2024 | 311,452 | — | 58,946 | 133,352 | — | 41,900 | 545,650 | | Senior Vice President—Chief Information Officer | | | | | | | | |
2024 Summary Compensation Table
| (1) The reported salaries for our Named Executive Officers reflect the payments they actually received in Fiscal 2024. All NEOs received a salary increase in FY24 effective May 28, 2023. Mr. Broderick and Mr. D’Ambrosia received an additional salary increase effective January 1, 2024, pursuant to their amended and restated employment agreements, entered into in October 2023. |
2024 Summary Compensation Table
| (2) The amounts shown in this column represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC 718. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating compensation costs for options awarded in Fiscal 2024 are described more fully in Note 10 in the Company’s financial statements in the Form 10-K for the year ended March 30, 2024, as filed with the SEC. See the Grants of Plan-Based Awards table for further information on options granted in Fiscal 2024. |
2024 Summary Compensation Table
| (3) The amounts in this column represent the aggregate grant date fair value of Time-Vesting Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) calculated in accordance with FASB ASC 718. The assumptions used in calculating compensation costs for RSUs and PSUs awarded in Fiscal 2024 are described more fully in Note 10 in the Company’s financial statements in the Form 10-K for the year ended March 30, 2024, as filed with the SEC. See the Grants of Plan-Based Awards table for further information on RSUs awarded in Fiscal 2024. |
2024 Summary Compensation Table
| (4) This column represents the amounts earned by our Named Executive Officers pursuant to the Company’s annual incentive bonus plan. Additional information regarding the potential threshold, target and maximum payouts under the annual incentive bonus plan is included in the Grants of Plan-Based Awards table. |
2024 Summary Compensation Table
| (5) The following table shows each component of the “All Other Compensation” column for Fiscal 2024. For our Named Executive Officers, these components consist of the Company’s matching contributions to the 401(k) and the Nonqualified Deferred Compensation Plans, nonqualified deferred compensation (“NQDC”) earnings in excess of 120% of the long-term applicable federal rate (“AFR”), payment of life insurance premiums on behalf of our Named Executive Officers, payments under our executive supplemental health benefit program and the incremental cost to the Company of automobiles provided to our Named Executive Officers. For Mr. Henson, the severance column represents the value of outstanding equity awards for which vesting accelerated under the Separation Agreement. |
2024 Summary Compensation Table
| | 31 |
2024 Summary Compensation Table
| Name | Company Matching Contributions ($) | NQDC Earnings in excess of 120% of long-term AFR ($) | Life Insurance Premium ($) | Executive Supplemental Health Premium ($) | Auto Allowance Perquisites ($) | Severance(1) ($) | Total ($) | | Michael T. Broderick | 11,600 | — | 800 | 9,900 | 11,500 | — | $33,800 | | Brian J. D’Ambrosia | 10,200 | — | 800 | 10,300 | 13,700 | — | 35,000 | | Maureen E. Mulholland | 10,000 | — | 800 | 5,800 | 14,000 | — | 30,600 | | Matt Henson | 10,000 | — | 800 | 8,000 | 9,600 | 430,000 | 458,400 | | Cindy L. Donovan | 11,700 | — | 800 | 10,100 | 19,300 | — | 41,900 |
2024 Summary Compensation Table
| (1) Represents the value of accelerated vesting of RSUs and options pursuant to the Separation Agreement with Mr. Henson. |
Outstanding Equity Awards at Fiscal 2024 Year End
Outstanding Equity Awards at Fiscal 2024 Year End The following table provides information about the number of outstanding equity awards held by our Named Executive Officers at March 30, 2024:
Outstanding Equity Awards at Fiscal 2024 Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($) | | Michael T. Broderick | 7/30/2021(1) | | | | | 1,724 | 54,375 | | | | | 7/30/2021(2) | | | | | | | 6,897 | 217,531 | | | 7/30/2021(3) | 7,165 | 7,165 | 58.00 | 7/29/2027 | | | | | | | 5/12/2022(1) | | | | | 3,357 | 105,880 | | | | | 5/12/2022(3) | 4,020 | 12,057 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 9,328 | 294,205 | | | 6/19/2023(1) | | | | | 5,063 | 159,687 | | | | | 6/19/2023(2) | | | | | | | 10,127 | 319,406 | | | 6/19/2023(3) | | 15,038 | 39.50 | 6/18/2029 | | | | | | | 10/26/2023(4) | | 10,000 | 25.74 | 10/25/2029 | | | | | | | | 11,185 | 44,260 | | | 10,144 | 319,942 | 26,352 | 831,142 | | Brian J. D’Ambrosia | 5/15/2019(3) | 4,620 | | 80.18 | 5/14/2025 | | | | | | | 6/1/2020(1) | | | | | 793 | 25,011 | | | | | 6/1/2020(3) | 10,619 | 3,539 | 55.15 | 5/31/2026 | | | | | | | 7/30/2021(1) | | | | | 1,508 | 47,562 | | | | | 7/30/2021(2) | | | | | | | 6,034 | 190,312 | | | 7/30/2021(3) | 6,271 | 6,271 | 58.00 | 7/29/2027 | | | | | | | 5/12/2022(1) | | | | | 2,937 | 92,633 | | | | | 5/12/2022(3) | 3,517 | 10,551 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 8,162 | 257,429 | | | 6/19/2023(1) | | | | | 4,430 | 139,722 | | | | | 6/19/2023(2) | | | | | | | 8,861 | 279,476 | | | 6/19/2023(3) | | 13,158 | 39.50 | 6/18/2029 | | | | | | | 10/26/2023(4) | | 5,000 | 25.74 | 10/25/2029 | | | | | | | | 25,027 | 38,519 | | | 9,668 | 304,929 | 23,057 | 727,217 | | Maureen E. Mulholland | 6/5/2018(3) | 1,484 | | 57.45 | 6/4/2024 | | | | | | | 5/15/2019(3) | 1,540 | | 80.18 | 5/14/2025 | | | | | | | 6/1/2020(1) | | | | | 283 | 8,926 | | | | | 6/1/2020(3) | 3,792 | 1,264 | 55.15 | 5/31/2026 | | | | | | | 7/30/2021(1) | | | | | 1,293 | 40,781 | | | | | 7/30/2021(2) | | | | | | | 5,172 | 163,125 | | | 7/30/2021(3) | 5,375 | 5,375 | 58.00 | 7/29/2027 | | | | | | | 5/12/2022(1) | | | | | 2,517 | 79,386 | | | | | 5/12/2022(3) | 3,015 | 9,043 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 6,996 | 220,654 | | | 6/19/2023(1) | | | | | 3,797 | 119,757 | | | | | 6/19/2023(2) | | | | | | | 7,595 | 239,546 | | | 6/19/2023(3) | | 11,278 | 39.50 | 6/18/2029 | | | | | | | | 15,206 | 26,960 | | | 7,890 | 248,850 | 19,763 | 623,325 | | Matt Henson | 7/6/2021(5) | 6,528 | | 62.75 | 7/5/2027 | | | | | | | 7/30/2021(2) | | | | | | | 3,448 | 108,750 | | | 5/12/2022(5) | 12,058 | | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 4,664 | 147,103 | | | 6/19/2023(2) | | | | | | | 2,532 | 79,859 | | | 6/19/2023(5) | 11,278 | | 39.50 | 6/18/2029 | | | | | | | | 29,864 | | | | | | 10,644 | 335,712 | | Cindy L. Donovan | 9/11/2019(3) | 1,000 | | 77.91 | 9/10/2025 | | | | | | | 12/16/2019(3) | 2,000 | | 78.99 | 12/15/2025 | | | | | | | 6/1/2020(1) | | | | | 226 | 7,128 | | | | | 6/1/2020(3) | 3,034 | 1,011 | 55.15 | 5/31/2026 | | | | | | | 7/30/2021(1) | | | | | 539 | 17,000 | | | | | 7/30/2021(2) | | | | | | | 1,078 | 34,000 | | | 7/30/2021(3) | 2,238 | 2,237 | 58.00 | 7/29/2027 | | | | | | | 5/12/2022(1) | | | | | 1,119 | 35,293 | | | | | 5/12/2022(3) | 1,340 | 4,019 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 1,554 | 49,013 | | | 6/19/2023(1) | | | | | 1,688 | 53,240 | | | | | 6/19/2023(2) | | | | | | | 1,688 | 53,240 | | | 6/19/2023(3) | | 5,013 | 39.50 | 6/18/2029 | | | | | | | | 9,612 | 12,280 | | | 3,572 | 112,661 | 4,320 | 136,253 |
Outstanding Equity Awards at Fiscal 2024 Year End
| 34 | |
Outstanding Equity Awards at Fiscal 2024 Year End
| (1) These RSUs vest over four years as follows: One-quarter of the units on the yearly anniversary of the grant date. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (2) These PSUs vest in three years if the Company achieves its return on invested capital goal established by the Board of Directors. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (3) This option grant vests over four years as follows: One-quarter of the options in each grant vests on the yearly anniversary of the grant. These options have a six-year life from the grant date. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (4) This option grant vests over three years as follows: One-third of the options in each grant vests on the yearly anniversary of the grant. These options have a six-year life from grant date. |
Outstanding Equity Awards at Fiscal 2024 Year End
| (5) Under the Separation Agreement, the vesting of these options was accelerated to March 30, 2024 and remained exercisable for 90 days. |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table shows all stock options exercised and value realized upon exercise by our Named Executive Officers during Fiscal 2024. The following table also shows all RSUs that vested and the value received upon vesting by our Named Executive Officers during Fiscal 2024:
2024 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Michael T. Broderick | — | — | 11,981 | 556,106 | | Brian J. D’Ambrosia | — | — | 2,808 | 122,269 | | Maureen E. Mulholland | — | — | 1,862 | 81,201 | | Matt Henson | — | — | 17,398 | 587,544 | | Cindy L. Donovan | — | — | 869 | 37,580 |
2024 Option Exercises and Stock Vested
| (1) The value realized equals the difference between the option exercise price and the fair market value of our common stock on the date of exercise, multiplied by the number of shares for which the option was exercised. |
2024 Option Exercises and Stock Vested
| (2) The value realized equals the fair market value of our common stock on the date of vesting, multiplied by the number of RSUs that vested. |
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(4) | | Michael T. Broderick | 41,702 | 6,913 | 7,663 | — | 181,639 | | Brian J. D’Ambrosia | 17,225 | 6,749 | 8,825 | — | 193,701 | | Maureen E. Mulholland | 14,487 | 6,649 | 9,978 | — | 216,020 | | Matt Henson | 22,311 | 6,649 | 940 | — | 35,639 | | Cindy L. Donovan(5) | — | — | 1,514 | — | 31,153 |
Nonqualified Deferred Compensation Table
| (1) Amounts in this column include amounts reported in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns in the 2024 Summary Compensation Table. |
Nonqualified Deferred Compensation Table
| (2) These amounts are included in the “All Other Compensation” column of the 2024 Summary Compensation Table. |
Nonqualified Deferred Compensation Table
| (3) The portion of the amounts in this column in excess of 120% of the long-term applicable federal rate have been included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2024 Summary Compensation Table. |
Nonqualified Deferred Compensation Table
| (4) Of the total amounts shown in this column, only $157,882 of Mr. D’Ambrosia’s amount and $160,348 of Ms. Mulholland’s amount have been previously reported as compensation in Summary Compensation Tables since 2002 when the prior Deferred Compensation Plan was implemented. The total amounts include compensation for years when they were not one of our Named Executive Officers. |
Nonqualified Deferred Compensation Table
| (5) Ms. Donovan did not participate in the Deferred Compensation Plan for Fiscal 2024. Her aggregate balance at the end of Fiscal 2024 reflects deferrals she made prior to Fiscal 2024, and prior to becoming one of our Named Executive Officers. |
Potential Payments Upon Termination Or Change In Control
Potential Payments Upon Termination Or Change In Control The following is a summary setting forth potential payments payable to our Named Executive Officers (other than Mr. Henson) upon termination of employment or a change in control of the Company under their employment arrangements or letter agreements and our other compensation programs in effect as of March 30, 2024. Specifically, compensation payable to each of our Named Executive Officers upon voluntary termination, involuntary termination without cause, retirement, termination following a change in control, and in the event of death or disability of the executive is discussed below. The amounts shown in the tables below assume that such termination was effective as of March 30, 2024. Therefore, they include amounts earned through such time and are estimates of the amounts which would be paid out to the executives (or their beneficiaries) upon their termination. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the price of our common stock and the executive’s age. For Mr. Henson, the following summary sets forth the actual amounts that he received in connection with his departure effective March 30, 2024. For all of the Named Executive Officers, these benefits are in addition to benefits available generally to salaried employees upon termination, such as earned but unpaid salary through the date of termination and amounts accrued and vested under our 401(k) Plan.
Payments Made Upon Any Termination
| • | amounts accrued and vested under the Company’s 401(k) and Nonqualified Deferred Compensation Plans. |
Table of Potential Payments Upon Change in Control
Table of Potential Payments Upon Change in Control The following table includes the intrinsic value (that is, the value based upon the price of the Company’s common stock, and in the case of options, minus the exercise price) of equity awards that would be exercisable or vested if the Named Executive Officer (other than Mr. Henson) had been involuntarily terminated without cause or resigned for good reason on March 30, 2024 within two years following a change in control.
Table of Potential Payments Upon Change in Control
| Name | Base Salary ($) | Non-Equity Incentive Plan Compensation Award ($) | Stock Options ($) | RSUs ($) | PSUs ($) | Total ($) | | Michael T. Broderick | 1,600,000 | — | 58,000 | 319,942 | 466,508 | 2,444,450 | | Brian J. D’Ambrosia | 900,000 | — | 29,000 | 304,929 | 408,191 | 1,642,120 | | Maureen E. Mulholland | 728,400 | — | — | 248,851 | 349,873 | 1,327,124 | | Cindy L. Donovan | 619,200 | — | — | 112,661 | 77,746 | 809,607 |
Table of Potential Payments Upon Change in Control
| | 39 |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Michael T. Broderick. For Fiscal 2024, the median of the annual total compensation of all employees of the Company (other than our CEO) was $40,314 and the annual total compensation of our CEO was $1,652,413. Based on this information, we reasonably estimate that the ratio of the annual total compensation of our CEO to the median annual total compensation of all other employees for Fiscal 2024 was 41 to 1. To identify the median employee, we used the following methodology and material assumptions, adjustments and estimates:
CEO Pay Ratio
| • | We selected March 30, 2024, as the date upon which we would identify our median employee. We determined that, as of such date, we employed approximately 7,500 employees, including full-time, part-time and temporary employees. |
CEO Pay Ratio
| • | We chose gross pay for the period of March 26, 2023 through March 30, 2024 as the consistently applied compensation measure used to determine our median employee. We did not make any cost of living adjustments. |
CEO Pay Ratio
| • | As permitted by the SEC rules, we annualized the compensation of employees (other than seasonal and temporary employees) who were employed with us on March 30, 2024, but who were not employed for all of Fiscal 2024. Pursuant to SEC rules, we did not annualize the compensation of seasonal or temporary employees and we did not convert the compensation of part-time employees to a full-time equivalency. |
CEO Pay Ratio
| • | Applying this methodology, we determined that our median employee was a full-time hourly employee, working as a store-level technician. |
CEO Pay Ratio
After we identified our median employee, we calculated the median employee’s annual total compensation for Fiscal 2024 in accordance with the requirements of the applicable SEC rules. To calculate the pay ratio, we divided our CEO’s annual total compensation by our median employee’s annual total compensation.
CEO Pay Ratio
| 40 | |
CEO Pay Ratio
The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO Pay Ratio
| | 41 |
Pay Versus Performance
Pay Versus Performance The following table sets forth the compensation for our principal executive officer (the “PEO”) and the average compensation for our other Named Executive Officers (“non-PEO NEOs”), both as reported in the Summary Compensation Table in this Proxy Statement and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under the SEC’s pay versus performance disclosure rules, for each of fiscal year 2024, 2023, 2022 and 2021. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to the CD&A in this Proxy Statement.
Pay Versus Performance
| A | B | C | D | E | F | G | H | I | | Year | Summary Compensation Table Total for PEO | Compensation “Actually Paid” to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation “Actually Paid” to non- PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Revenue ( in thousands ) | | | | | | | Company TSR | Peer Group TSR | | | | 2024 | $1,652,413 | $619,403 | $1,031,908 | $300,737 | 86 | 258 | $37,571 | $1,276,789 | | 2023 | $1,559,720 | $1,492,150 | $935,240 | $887,887 | 130 | 188 | $39,048 | $1,325,382 | | 2022 | $4,554,904 | $3,125,422 | $1,198,786 | $868,745 | 114 | 194 | $61,568 | $1,359,328 | | 2021 | $1,298,669 | $1,696,771 | $700,640 | $847,295 | 168 | 188 | $34,319 | $1,125,721 |
Pay Versus Performance
The following table shows the executives who were included in columns B and C as our PEOs for fiscal years 2021 through 2024:
Pay Versus Performance
| Executive Name | 2021 | 2022 | 2023 | 2024 | | M. Broderick | | X | X | X | | B. Ponton | X | | | | | R. Mellor | X | X | | |
Pay Versus Performance
The following table shows the executives who were included in columns D and E as our non-PEO NEOs for fiscal years 2021 through 2024:
Pay Versus Performance
| Executive Name | 2021 | 2022 | 2023 | 2024 | | B. D’Ambrosia | X | X | X | X | | M. Mulholland | X | X | X | X | | M. Henson | | X | X | X | | R. Rajkowski | X | X | X | | | D. Tripoli | X | | X | | | C. Donovan | | | | X |
Compensation Actually Paid to PEO and Average Compensation Actually Paid to
Compensation Actually Paid to PEO and Average Compensation Actually Paid to
NEOs (Columns C and E)
| | Summary Compensation Table Total | Minus summary compensation table value of stock awards | Minus summary compensation table value of option awards | plus pay versus performance value of equity awards | | equals compensation actually paid | | PEO | | | | | | | | 2024 | $1,652,413 | $600,005 | $245,588 | ($ | 187,417) | $619,403 | | Average Non-PEO | | | | | | | | 2024 | $1,031,908 | $389,579 | $128,318 | ($ | 213,274) | $300,737 |
NEOs (Columns C and E)
| • | Summary Compensation Table Value of Stock Awards and Option Awards includes the total grant date fair value of equity awards reported in the Stock Awards and Option Awards columns in the Summary Compensation Table. |
NEOs (Columns C and E)
| • | Pay Versus Performance Value of Equity Awards includes the following: |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs with respect to the relationships between information presented in the Pay Versus Performance table.