DEF 14A of Monro, Inc.
Filed Jul 3, 2025 · FY20250001193125-25-155234
Director Nominees
Director Nominees You are being asked to vote to elect the following eight director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement.
Director Nominees
| Name | Age | Director Since | Independent | Occupation | | John L. Auerbach | 47 | 2017 | Yes | Chief Executive Officer at Joopiter LLC | | Lindsay N. Hyde | 43 | 2017 | Yes | Entrepreneur in Residence, Moderne Ventures, Senior Lecturer in Residence, Entrepreneurial Management at Harvard Business School | | Leah C. Johnson | 62 | 2020 | Yes | Executive Vice President, Chief Communications, Marketing & Advocacy Officer of Lincoln Center for the Performing Arts | | Stephen C. McCluski | 73 | 2013 | Yes | Retired. Former Senior Vice President and Chief Financial Officer of Bausch & Lomb Incorporated (Retired) | | Robert E. Mellor | 81 | 2010 | Yes | Chairman of the Board of Monro, Inc. (Nasdaq: MNRO) | | Thomas B. Okray | 62 | 2024 | Yes | Chief Financial Officer of Nikola Corporation | | Peter J. Solomon | 86 | 1984 | Yes | Chairman of Solomon Partners, LP | | Hope B. Woodhouse | 69 | 2023 | Yes | Retired. Director of Granite Point Mortgage Trust Inc. (NYSE: GMPT), Two Harbors investment Corp. (NYSE: TWO) and Acadia Realty Trust (NYSE: AKR) |
Director Nominees
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PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our Board of Directors consists of eight directors and each director is elected annually. If elected, these nominees will serve until the 2026 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The Nominating and Corporate Responsibility Committee has assessed and recommended each nominee for election to our Board of Directors. Set forth below for each nominee for election as a director is a brief statement about the nominee’s age, principal occupation and business experience, including any directorships with any other public companies, describing the specific individual qualities and skills of each nominee that contribute to the overall effectiveness of the Board of Directors and its committees. Each nominee has consented to being named as a nominee and to serve as a director if elected. Although we do not anticipate that any of the nominees named will be unable to serve if elected, the votes will be cast for a substitute nominee selected by the Board of Directors unless the number of directors to be elected has been reduced to the number of nominees willing and able to serve on our Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES:
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
| Name | Age | Director Since | Independent | Occupation | | John L. Auerbach | 47 | 2017 | Yes | Chief Executive Officer of Joopiter LLC | | Lindsay N. Hyde | 43 | 2017 | Yes | 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. | | Leah C. Johnson | 62 | 2020 | Yes | Executive Vice President, Chief Communications, Marketing & Advocacy Officer of Lincoln Center for the Performing Arts, an internationally renowned performing arts institution. | | Stephen C. McCluski | 73 | 2013 | Yes | Retired. Former Senior Vice President and Chief Financial Officer of Bausch & Lomb Incorporated. | | Robert E. Mellor | 81 | 2010 | Yes | Chairman of the Board of Monro, Inc. (Nasdaq: MNRO). | | Thomas B. Okray | 62 | 2024 | Yes | Chief Financial Officer of Nikola Corporation, a global leader in zero-emissions transportation and energy supply and infrastructure solutions. | | Peter J. Solomon | 86 | 1984 | Yes | Chairman of Solomon Partners, LP. | | Hope B. Woodhouse | 69 | 2023 | Yes | Retired. Director of Granite Point Mortgage Trust Inc. (NYSE: GPMT), Two Harbors Investment Corp. (NYSE: TWO) and Acadia Realty Trust (NYSE: AKR). |
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
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Nominee Information
Nominee Information Set forth below is a summary of the biographical information for each of the director nominees:
Nominee Information
| John L. Auerbach Age: 47 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 |
Nominee Information
| Lindsay N. Hyde Age: 43 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 |
Nominee Information
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Nominee Information
| Leah C. Johnson Age: 62 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 |
Nominee Information
| Stephen C. McCluski Age: 73 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 |
Nominee Information
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Nominee Information
| Robert E. Mellor Age: 81 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 |
Nominee Information
| Thomas B. Okray Age: 62 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 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 |
Nominee Information
| * Nikola Corporation filed a petition under Chapter 11 of the federal bankruptcy laws on February 19, 2025. |
Nominee Information
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Nominee Information
| Peter J. Solomon Age: 86 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 |
Nominee Information
| Hope B. Woodhouse Age: 69 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 |
Nominee Information
The Board of Directors recommends that you vote “FOR” each of the director nominees listed above.
Nominee 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 2025, non-employee directors received the following compensation:
Director Compensation
| Compensation Types | | | Annual Retainers: | | | Board member | $75,000 | | Board Chair | $60,000 | | Audit Committee Chair | $30,000 | | Audit Committee member | $15,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee member | $7,500 | | Nominating and Corporate Responsibility Committee Chair | $10,000 | | Nominating and Corporate Responsibility Committee member | $5,000 | | Per Meeting Payment for Executive Committee | $1,000 |
Director Compensation
In addition, we reimburse the reasonable travel expenses for directors to attend meetings, as applicable. Each director received a grant of 4,937 shares of restricted stock on the date of the 2024 annual meeting of shareholders, determined by dividing $130,000 by $26.33, the closing price of a share of our common stock on that date.
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | John L. Auerbach | 97,500 | 129,991 | 227,491 | | Lindsay N. Hyde | 95,000 | 129,991 | 224,991 | | Leah C. Johnson | 82,500 | 129,991 | 212,491 | | Stephen C. McCluski | 139,500 | 129,991 | 269,491 | | Robert E. Mellor | 164,500 | 129,991 | 294,491 | | Thomas B. Okray | 82,000 | 129,991 | 211,991 | | Peter J. Solomon | 82,000 | 129,991 | 211,991 | | Hope B. Woodhouse | 97,500 | 129,991 | 227,491 |
Director Compensation Table
| (1) Each non-employee director was awarded 4,937 shares of the Company’s restricted stock on August 13, 2024 (the “Award Date”). This column represents the aggregate award date value of the restricted stock awarded during Fiscal 2025 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 $26.33. For additional information on the valuation assumptions with respect to the Fiscal 2025 awards, refer to Note 10 of the Company’s financial statements in the Form 10-K for the year ended March 29, 2025, 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 29, 2025. |
Director Compensation Table
| Name | Restricted Stock Outstanding (Shares) | | John L. Auerbach | 8,244 | | Lindsay N. Hyde | 8,244 | | Leah C. Johnson | 8,244 | | Stephen C. McCluski | 8,244 | | Robert E. Mellor | 8,244 | | Thomas B. Okray | 4,937 | | Peter J. Solomon | 8,249 | | Hope B. Woodhouse | 7,437 | | TOTAL | 61,843 |
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
through base salary and annual incentive. Long-term compensation is provided through a mix of stock options, performance-vesting restricted stock units (“PSUs”); and time-vesting restricted stock units (“RSUs”). The value of each element is based on a number of factors predicated on the Company’s financial performance. In addition, our Named Executive Officers receive other benefits, which are available to all other salaried employees of the Company.
Compensation Philosophy and Objectives
| What We Do | What We Don’t Do | | ✓ Pay for performance – majority of compensation is “at risk” | X No short sales by directors, officers or employees | | ✓ Reasonable post-employment and change in control provisions | X No hedging or pledging of company stock | | ✓ Stock ownership guidelines | X No change in control tax gross-ups | | ✓ Utilize independent compensation advisor | X No repricing of underwater options without shareholder approval | | ✓ Clawback policy | X No single trigger cash severance based solely upon a change-in-control of the Company | | ✓ Annual shareholder “say on pay” vote | | | ✓ Executive benchmarking | | | ✓ Modest Limited perquisites | | | ✓ Annual risk assessment | |
Oversight of the Executive Compensation Program
Oversight of the Executive Compensation Program The Committee administers our executive compensation program on behalf of the Board and our shareholders. In determining the appropriate compensation package for our executives, the Committee reviews, on an annual basis, each executive’s past and present compensation, including equity and non-equity-based compensation. In addition, our CEO annually reviews the performance of each of the executives (other than himself, whose performance is reviewed annually by the Committee). The conclusions reached and recommendations made based on these reviews for base salary levels, annual bonus and long-term incentive amounts are presented to the Committee in May each year. The Committee relies to a large extent on our CEO’s evaluations of each executive’s performance. However, it is the Committee which makes all final compensation decisions regarding our executives. The Committee aims to have a substantial portion of each executive’s compensation be incentive-based, with the most senior executives having the highest proportion. For these executives, the emphasis is further weighted toward long-term incentives to align with sustained performance and shareholder value creation.
Role of the Compensation Consultant
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
Role of the Compensation Consultant
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Role of the Compensation Consultant
of Named Executive Officer compensation, assists with analysis and research, and provides updates on evolving best practices in compensation. While Exequity may express an opinion on compensation matters, the Committee is solely responsible for setting the type and amount of compensation for our Named Executive Officers. Exequity reports directly to the Committee and has direct access to the Committee through the Committee’s Chair. The Committee requires that any compensation consultant it retains cannot be utilized by management for other purposes. Although management may work closely with the consultant, the consultant is ultimately accountable to the Committee on matters related to executive compensation. The Committee recognizes that it is essential to receive objective advice from its compensation consultant. The Committee examines the procedures and safeguards that Exequity takes to ensure that the compensation consulting services are objective. The Committee has assessed the independence of Exequity pursuant to Nasdaq rules and its charter and concluded that Exequity’s work for the Committee does not raise any conflict of interest. In making this assessment, the factors taken into consideration included:
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. The Committee reviews the peer group annually, with support from Exequity, to ensure the peer group remains relevant and comparable to Monro in terms of industry and size. For fiscal 2025, no changes were made to the peer group. The peer group of 18 companies includes companies within the automotive aftermarket and specialty retail industry retailers with revenues between $600M and $3B. The peer group used to inform Fiscal 2025 executive compensation included:
Benchmarking
| America’s Car-Mart, Inc. | Lazydays Holdings, Inc. | RumbleOn, Inc. | | Big 5 Sporting Goods Corporation | Leslie’s, Inc. | Sportsman’s Warehouse Holdings, Inc. | | CarParts.com, Inc. | MarineMax, Inc. | Standard Motor Products, Inc. | | Dorman Products, Inc. | Mister Car Wash, Inc. | The Container Store Group, Inc. | | Driven Brands Holdings Inc. | National Vision Holdings, Inc. | Valvoline Inc. | | Hibbett, Inc. | OneWater Marine Inc. | Vroom Inc. |
Benchmarking
The peer group was used in benchmarking NEO compensation for Fiscal 2025. The peer group served as the primary reference, with survey data utilized as a secondary reference.
Benchmarking
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Elements of Compensation for Fiscal 2025
| • | Motivate our executive officers to achieve short-term and long-term performance that will enhance shareholder value. |
Elements of Compensation for Fiscal 2025
| 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 compensation with annual performance results | | | 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 • Greater portion of LTI delivered as performance-based equity, including: 50% PSUs, 25% stock options, and 25% RSUs • 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 • Stock options ○ Promotes alignment with shareholders, with no value realized 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 • 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 (other than Mr. Fitzsimmons) with a base salary to compensate them for services rendered during the fiscal year. The amount of base salary is meant to reflect the primary responsibilities of his or her position and is set at a level that the Committee believes will enable us to attract and retain talent. The Committee considers a number of criteria in establishing and adjusting the base salary of a particular executive officer, including, among other things, recent hiring experience, individual performance, internal pay alignment and equity, responsibilities of the position, individual experience and methods to achieve results, as well as market data. Salaries for executive officers are reviewed annually or when there is a change in position or responsibilities, such as a promotion. Annual salary planning begins with a percentage guideline for increases, based upon our annual budget, which is adjusted upward or downward for individual performance based on recommendations from our CEO. The guidelines are set after considering competitive market factors as previously described, affordability and current salary levels, as appropriate. In May 2024, the Committee approved a base salary increase of 5% for Ms. Mulholland and a base salary increase of 7% for Ms. Donovan, in each case to better align their base salaries and total compensation with the peer group median. In February 2025, the Committee approved a base salary increase of 23% for Mr. Hawryschuk in connection with his promotion to Senior Vice President – Operations. Mr. Hawryschuk’s increased base salary was pro-rated for Fiscal 2025 beginning in November 2024 when he assumed the role of Divisional Vice President for the North Division upon the departure of the previous incumbent. Following the base salary increases, Ms. Mulholland’s base salary approximated the peer group 25th percentile. Ms. Donovan’s and Mr. Hawryschuk’s base salaries trailed the peer group 25th percentile by 12% and 19%, respectively. Pursuant to the APS engagement letter (discussed below under Other Matters – APS Engagement Letter), APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive a base salary from us.
Annual Incentive
Annual Incentive Each May, the Committee establishes targets for annual incentives in the form of performance-based cash bonuses to compensate executive officers, as well as other management employees. Our Named Executive Officers (other than Mr. Fitzsimmons) receive their annual incentive pursuant to our executive incentive plan. Following the results of Exequity’s study of our peer group and general industry data, the Committee approved the changes to the incentive plan for Fiscal 2025, including:
Annual Incentive
| • | utilizing operating income as a performance metric instead of pre-tax income; |
Annual Incentive
| • | changing the weighting of the performance metrics; and |
Annual Incentive
| • | widening of the payout curve to 200% of target for maximum performance. |
Annual Incentive
As a result, the incentive plan for Fiscal 2025 focused on increasing revenue, profit and same store sales. Fiscal 2025 performance measures and weighting were:
Annual Incentive
| 1. | 70% based on operating income; and |
Annual Incentive
| 2. | 30% based on comparable store sales. |
Annual Incentive
The targets for operating income and comparable store sales were set based on the budget approved by the Board for Fiscal 2025. The Fiscal 2025 incentive opportunities for executives ranged from 0% to 200% of target based on performance. Under the incentive plan for Fiscal 2025, the target bonus amounts and maximum payout amounts for our Named Executive Officers were:
Annual Incentive
| Name | Base Salary ($)(1) | Target Bonus (% of Base Salary) | | Michael T. Broderick | 796,923 | 100 | | Brian J. D’Ambrosia | 450,000 | 75 | | Maureen E. Mulholland | 379,686 | 60 | | Nicholas Hawryschuk(2) | 310,000 | 60 | | Cindy L. Donovan | 326,858 | 40 |
Annual Incentive
| (1) Represents the actual amounts paid to our Named Executive Officers for Fiscal 2025. |
Annual Incentive
| (2) Mr. Hawryschuk’s target bonus increased from 40% to 60% in connection with his promotion to SVP-Operations. |
Annual Incentive
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Annual Incentive
All awards made under the incentive plan are subject to the Committee’s approval. In addition, the Committee has the sole authority to determine whether the performance targets have been achieved and, if so, the applicable incentive award percentages to be paid. The Committee may use its discretion to include or exclude extraordinary or unusual items in determining the level of achievement of the performance targets. The Committee’s practice is to pay cash awards based upon the achievement of our annual financial performance goals. The table below provides the Fiscal 2025 goals and achievements:
Annual Incentive
| | Fiscal 2025 Goal and Actual Results Achieved | | | | | Name | Threshold | Target | Maximum | Actual | | Operating Income (thousands) | $60,200 | $75,200 | $90,200 | $38,700 | | % of Target | 50% | 100% | 200% | 0% | | Comparable Store Sales Increase | -2% | 2.0% | 6.0% | -3.5% | | % of Target | 50% | 100% | 200% | 0% |
Annual Incentive
None of our Named Executive Officers earned an annual incentive for Fiscal 2025 because both operating income and comparable store sales were less than threshold. Pursuant to the APS engagement letter (discussed below under Other Matters – APS Engagement Letter), APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive an annual incentive from us.
Long-Term Incentive Compensation
Long-Term Incentive Compensation In Fiscal 2025 the Committee utilized a mix of three long-term incentive vehicles (PSUs, stock options, and RSUs) for our NEOs (other than Mr. Fitzsimmons). For all NEOs who receive equity awards except for Mr. Hawryschuk, the weighting assigned to each long-term incentive vehicle included:
Long-Term Incentive Compensation
| 1. | 50% PSUs; |
Long-Term Incentive Compensation
| 2. | 25% stock options; and |
Long-Term Incentive Compensation
| 3. | 25% RSUs. |
Long-Term Incentive Compensation
In Fiscal 2025, for Mr. Hawryschuk the weighting of each long-term incentive vehicle included:
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. PSUs issued for Fiscal 2025 (the “Fiscal 2025 PSUs”) vest on a sliding scale based on the Company’s relative Total Shareholder Return (“rTSR”) performance as compared to the S&P Composite Specialty Retail Index, measured at the end of fiscal year 2027 (“Fiscal 2027 PSU rTSR”). The Fiscal 2025 PSU vesting scale is as follows:
Long-Term Incentive Compensation
| rTSR Percentile | <25th | 25th | 50th | ≥75th | | Fiscal 2025 PSU Vesting Percentage | 0% | 50% | 100% | 200% |
Long-Term Incentive Compensation
For rTSR percentiles between the 25th and 50th percentile and between the 50th and 75th percentile, the Fiscal 2025 PSUs vesting percentage will be determined by linear interpolation. The shift from pre-tax return on invested capital – used for the Fiscal 2024 PSUs – to rTSR for the Fiscal 2025 PSUs reflects findings from Exequity’s peer group and general industry analysis. rTSR was selected to strengthen the alignment between executive pay and long-term shareholder value creation.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
We believe this emphasis on rTSR in the long-term incentive plan, combined with the annual incentive metrics focused on operating income and organic growth, provides a balanced framework that drives both profitability and sustained value creation for shareholders. The Committee considered the following factors in evaluating the 2025 long-term incentive compensation grants for our Named Executive Officers: recommendation by our CEO, Company and individual performance, responsibility, peer group and survey benchmarking, 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 2025 long-term incentive grants are consistent with the prior fiscal year to maintain the proportion of performance-based compensation. In addition to the Fiscal 2025 long-term incentive compensation grants, in July 2024, the Committee approved an RSU award in the amount of fifty percent of base salary to each of Ms. Donovan and Mr. Hawryschuk, which vest ratably over a three-year period. These RSU grants were intended to recognize, retain and incentivize these NEOs. Pursuant to the APS engagement letter (discussed below under Other Matters – APS Engagement Letter), APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive long-term incentive compensation from us.
Stock Option Grant Timing Policy
Stock Option Grant Timing Policy The Committee oversees our Stock Option Grant Timing Policy which governs the timing of granting stock options, stock appreciation rights and similar instruments with option-like features (“stock options”) The Committee grants stock options, if any, to our executive officers during the Committee’s regularly scheduled meeting in May every fiscal year. If the Committee grants stock options outside of our typical annual award schedule, those grants should be awarded pursuant to the policy during the permitted trading period for key employees identified in our insider trading policy. In
Stock Option Grant Timing Policy
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Stock Option Grant Timing Policy
accordance with the policy, the Company does not take material nonpublic information into account when determining the timing and terms of stock options, and the Company does not purposely accelerate or delay the public release of material information to allow a stock option recipient to benefit from a more favorable stock price.
Employment and Other Agreements
Employment and Other Agreements The Company’s employment agreements and letter agreements with its executives are reviewed and approved by the Committee. The Committee believes that these agreements are an important part of our overall executive compensation program and serve as a recruitment and retention device. The employment agreement for a Named Executive Officer, if any, generally addresses roles and responsibilities; rights to compensation and benefits during active employment; resignation by the employee with or without “Good Reason”, as defined in the agreement; termination in the event of death, disability or retirement; and termination for “Cause” and termination without “Cause”, as defined in the agreement. Further, the agreements stipulate that the executive may not compete with us or solicit our employees for prescribed periods following termination of employment and may not disclose confidential information of the Company. The employment agreements also contain termination and related pay provisions in the event of a “change in control.” In each case, for the change in control provision to apply, there must be both (1) a “change in control,” as well as (2) a termination by us without cause or a resignation by the executive for reasons defined in the agreement, including a material diminution of his duties. A “change in control” is generally deemed to occur (i) when a person or group who was not an affiliate as of the date we entered into the agreement (a “Non-Affiliate”) acquires beneficial ownership of 50% or more of our Common Stock; (ii) upon our sale substantially as an entity to a Non-Affiliate; or (iii) when there occurs a merger, consolidation or other reorganization of the Company with a Non-Affiliate, in which our shareholders immediately preceding the merger hold less than 50% (disregarding the voting and consent rights of the Class C Preferred Stock) of the combined voting power for the election of directors of the Company immediately following the merger. Consistent with our policy, none of the employment agreements include an excise tax gross-up provision.
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 $450,000; (ii) is eligible to earn an annual bonus for each fiscal year, pursuant to the terms of our bonus plan, at least of 30% of his base salary for achievement of Company threshold performance levels, 60% of his base salary for achievement of Company target performance levels, and 90% of his base salary for the achievement of Company maximum performance levels or more, subject to the Committee’s discretion to change these targets; and (iii) participates in our other incentive and welfare and benefit plans made available to executives. In addition, under the D’Ambrosia Agreement, Mr. D’Ambrosia is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. D’Ambrosia for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the D’Ambrosia Agreement and described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. The provisions described above and other material provisions of our agreement with APS and employment agreements with Messrs. Broderick and D’Ambrosia are discussed in the 2025 Summary Compensation Table, the Grants of Plan-Based Awards Table, and in the Potential Payments Upon Termination or Change in Control sections of this Proxy Statement.
2025 Summary Compensation Table
2025 Summary Compensation Table The table below sets forth the compensation paid to or earned by our Named Executive Officers for the three-year period ended March 29, 2025, or if less, the period of time in which the individual served as a Named Executive Officer.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Option Awards(2) ($) | Stock Award(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Peter D. Fitzsimmons, | 2025 | — | — | — | — | 17,241 | 17,241 | | President and Chief Executive Officer | | | | | | | | | Michael T. Broderick | 2025 | 796,923 | 374,767 | 1,124,973 | — | 386,220 | 2,682,883 | | Former President and Former | 2024 | 773,020 | 245,588 | 600,005 | — | 33,800 | 1,652,413 | | Chief Executive Officer | 2023 | 714,179 | 199,969 | 599,972 | — | 45,600 | 1,559,720 | | Brian J. D’Ambrosia | 2025 | 450,000 | 224,863 | 674,984 | — | 33,000 | 1,382,847 | | Executive Vice President— | 2024 | 439,940 | 189,101 | 524,995 | — | 35,000 | 1,189,036 | | Finance and Chief Financial Officer | 2023 | 408,103 | 174,981 | 524,998 | — | 34,700 | 1,142,782 | | Maureen E. Mulholland | 2025 | 379,686 | 168,646 | 506,204 | — | 34,300 | 1,088,836 | | Executive Vice President— | 2024 | 369,376 | 132,613 | 449,984 | — | 30,600 | 982,573 | | Chief Legal Officer and Secretary | 2023 | 346,887 | 149,980 | 449,979 | — | 30,300 | 977,146 | | Cindy L Donovan | 2025 | 326,858 | 56,217 | 333,707 | — | 36,500 | 753,282 | | Senior Vice President— | 2024 | 326,858 | 56,217 | 133,352 | — | 41,900 | 545,650 | | Chief Information Officer | | | | | — | | | | Nicholas Hawryschuk | 2025 | 310,000 | 74,952 | 292,487 | — | 41,600 | 719,039 | | Senior Vice President—Operations | | | | | | | |
2025 Summary Compensation Table
| (1) The amounts shown in this column reflect the payments our Named Executive Officers actually received in Fiscal 2025. Ms. Mulholland and Ms. Donovan received a salary increase effective May 26, 2024. Mr. Hawryschuk received a salary increase effective November 11, 2024 in conjunction with his promotion to Senior Vice President – Operations. Mr. Broderick and Mr. D’Ambrosia did not receive a salary increase in Fiscal 2025. Mr. Broderick’s salary represents what he was paid through his termination date of March 27, 2025. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive a base salary from us. |
2025 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 2025 are described more fully in Note 10 in the Company’s financial statements in the Form 10-K for the year ended March 29, 2025, as filed with the SEC. See the Grants of Plan-Based Awards table for further information on options granted in Fiscal 2025. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive option awards from us. |
2025 Summary Compensation Table
| (3) The amounts shown in this column represent the aggregate grant date fair value of time-vesting Restricted Stock Units (“RSUs”) and performance-vesting Restricted Stock Units (“PSUs”) calculated in accordance with FASB ASC 718. For each executive’s PSU award for Fiscal 2025, the maximum value as of the grant date, assuming the highest level of performance will be achieved and based on the closing price of the Company’s common stock on Nasdaq on the grant date is as follows: Mr. Broderick ($1,499,963); Mr. D’Ambrosia ($899,978); Ms. Mulholland ($674,957); Ms. Donovan ($224,968); Mr. Hawryschuk ($149,996). The assumptions used in calculating compensation costs for RSUs and PSUs awarded in Fiscal 2025 are described more fully in Note 10 in the Company’s financial statements in the Form 10-K for the year ended March 29, 2025, as filed with the SEC. See the Grants of Plan-Based Awards table for further information on RSUs and PSUs awarded in Fiscal 2025. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive stock awards from us. |
2025 Summary Compensation Table
| (4) The amounts shown in this column represents the amounts earned 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. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive non-equity compensation plan compensation from us. |
2025 Summary Compensation Table
| (5) The following table shows each component of the “All Other Compensation” column for Fiscal 2025. For our Named Executive Officers (other than Mr. Fitzsimmons), these components consist of the Company’s matching contributions to the 401(k) and the nonqualified deferred compensation plans, payment of life insurance premiums on behalf of the Named Executive Officers, payments under our executive supplemental health benefit program and the incremental cost to the Company of automobiles provided to the Named Executive Officers. For Mr. Broderick, the severance column represents the value of outstanding equity awards for which vesting was accelerated under the Separation Agreement. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and we pay APS a monthly fee of $250,000 for Mr. Fitzsimmons’s services; the amount shown for Mr. Fitzsimmons in the “All Other Compensation” column for Fiscal 2025 of the Summary Compensation Table above reflects the portion of the monthly fee we paid to APS for Mr. Fitzsimmons’s service for March 28 and 29, 2025. |
2025 Summary Compensation Table
| 40 | |
2025 Summary Compensation Table
| Name | Company Matching Contributions ($) | Life Insurance Premium ($) | Executive Supplemental Health Premium ($) | Auto Allowance Perquisites ($) | Severance(1) ($) | Total ($) | | Michael T. Broderick | 13,100 | 900 | 15,800 | 12,900 | 343,520 | 386,220 | | Brian J. D’Ambrosia | 10,400 | 900 | 16,400 | 5,300 | — | 33,000 | | Maureen E. Mulholland | 10,500 | 900 | 9,300 | 13,600 | — | 34,300 | | Cindy L. Donovan | 7,700 | 900 | 16,000 | 11,900 | — | 36,500 | | Nicholas Hawryschuk | 9,200 | 900 | 16,000 | 15,500 | — | 41,600 |
2025 Summary Compensation Table
| (1) Represents the value of accelerated vesting of RSUs pursuant to the Separation Agreement with Mr. Broderick. The value of the accredited RSUs was determined using the fair value of the shares on the termination date. |
Outstanding Equity Awards at Fiscal 2025 Year End
Outstanding Equity Awards at Fiscal 2025 Year End The following table provides information about the number of outstanding equity awards held by our Named Executive Officers (other than Mr. Fitzsimmons) at March 29, 2025. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and he is not eligible to receive equity awards from us.
Outstanding Equity Awards at Fiscal 2025 Year End
| | Option Awards | | | | | Stock Awards | | | | | (1) Name | (2) Grant Date | (3) Number of Securities Underlying Unexercised Options (#) Exercisable | (4) Number of Securities Underlying Unexercised Options (#) Unexercisable | (5) Option Exercise Price ($) | (6) Option Expiration Date | (7) Number of Shares or Units of Stock That Have Not Vested (#) | (8) Market Value of Shares or Units of Stock That Have Not Vested ($) | (9) Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | (10) Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($) | | Michael T. Broderick | 7/30/2021(5) | 14,330 | | 58.00 | 7/29/2031 | | | | | | | 5/12/2022(5) | 16,077 | | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 9,328 | 148,502 | | | 6/19/2023(2) | | | | | | | 10,127 | 161,222 | | | 6/19/2023(5) | 15,038 | | 39.50 | 6/18/2029 | | | | | | | 10/26/2023(5) | 10,000 | | 25.74 | 10/25/2029 | | | | | | | 5/9/2024(2) | | | | | | | 27,870 | 443,690 | | | 5/9/2024(5) | 56,991 | | 26.91 | 5/8/2030 | | | | | | | | 112,436 | | | | | | 47,325 | 753,414 | | Brian J. D’Ambrosia | 5/15/2019(3) | 4,620 | | 80.18 | 5/14/2025 | | | | | | | 6/1/2020(3) | 14,158 | | 55.15 | 5/31/2026 | | | | | | | 7/30/2021(1) | | | | | 754 | 12,004 | | | | | 7/30/2021(3) | 9,407 | 3,135 | 58.00 | 7/29/2031 | | | | | | | 5/12/2022(1) | | | | | 1,958 | 31,171 | | | | | 5/12/2022(3) | 7,034 | 7,034 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 8,162 | 129,939 | | | 6/19/2023(1) | | | | | 3,322 | 52,886 | | | | | 6/19/2023(2) | | | | | | | 8,861 | 141,067 | | | 6/19/2023(3) | 3,290 | 9,868 | 39.50 | 6/18/2029 | | | | | | | 10/26/2023(4) | 1,667 | 3,333 | 25.74 | 10/25/2029 | | | | | | | 5/9/2024(1) | | | | | 8,361 | 133,107 | | | | | 5/9/2024(2) | | | | | | | 16,722 | 266,214 | | | 5/9/2024(3) | | 34,195 | 26.91 | 5/8/2030 | | | | | | | | 40,176 | 57,565 | | | 14,395 | 229,168 | 33,745 | 537,220 | | Maureen E. Mulholland | 5/15/2019(3) | 1,540 | | 80.18 | 5/14/2025 | | | | | | | 6/1/2020(3) | 5,056 | | 55.15 | 5/31/2026 | | | | | | | 7/30/2021(1) | | | | | 646 | 10,284 | | | | | 7/30/2021(3) | 8,063 | 2,687 | 58.00 | 7/29/2031 | | | | | | | 5/12/2022(1) | | | | | 1,678 | 26,714 | | | | | 5/12/2022(3) | 6,029 | 6,029 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 6,996 | 111,376 | | | 6/19/2023(1) | | | | | 2,847 | 45,324 | | | | | 6/19/2023(2) | | | | | | | 7,595 | 120,912 | | | 6/19/2023(3) | 2,820 | 8,458 | 39.50 | 6/18/2029 | | | | | | | 5/9/2024(1) | | | | | 6,270 | 99,818 | | | | | 5/9/2024(2) | | | | | | | 12,541 | 199,653 | | | 5/9/2024(3) | | 25,646 | 26.91 | 5/8/2030 | | | | | | | | 23,508 | 42,820 | | | 11,441 | 181,140 | 27,132 | 431,941 | | Nicholas Hawryschuk | 8/3/2020(3) | 2,500 | | 58.44 | 8/2/2026 | | | | | | | 7/30/2021(1) | | | | | 215 | 3,423 | | | | | 7/30/2021(3) | 2,687 | 896 | 58.00 | 7/29/2031 | | | | | | | 5/12/2022(1) | | | | | 559 | 8,899 | | | | | 5/12/2022(3) | 2,010 | 2,009 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 1,166 | 18,563 | | | 6/19/2023(1) | | | | | 949 | 15,108 | | | | | 6/19/2023(2) | | | | | | | 1,266 | 20,155 | | | 6/19/2023(3) | 940 | 2,819 | 39.50 | 6/18/2029 | | | | | | | 5/9/2024(1) | | | | | 2,787 | 44,369 | | | | | 5/9/2024(2) | | | | | | | 2,787 | 44,369 | | | 5/9/2024(3) | | 11,398 | 26.91 | 5/8/2030 | | | | | | | 7/23/2024(1) | | | | | 5,797 | 92,288 | | | | | | 8,137 | 17,122 | | | 10,307 | 164,087 | 5,219 | 83,087 |
Outstanding Equity Awards at Fiscal 2025 Year End
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Outstanding Equity Awards at Fiscal 2025 Year End
| | Option Awards | | | | | Stock Awards | | | | | (1) Name | (2) Grant Date | (3) Number of Securities Underlying Unexercised Options (#) Exercisable | (4) Number of Securities Underlying Unexercised Options (#) Unexercisable | (5) Option Exercise Price ($) | (6) Option Expiration Date | (7) Number of Shares or Units of Stock That Have Not Vested (#) | (8) Market Value of Shares or Units of Stock That Have Not Vested ($) | (9) Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | (10) Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($) | | 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(3) | 4,045 | | 55.15 | 5/31/2026 | | | | | | | 7/30/2021(1) | | | | | 269 | 4,282 | | | | | 7/30/2021(3) | 3,356 | 1,119 | 58.00 | 7/29/2031 | | | | | | | 5/12/2022(1) | | | | | 746 | 11,876 | | | | | 5/12/2022(3) | 2,680 | 2,679 | 44.68 | 5/11/2028 | | | | | | | 6/30/2022(2) | | | | | | | 1,554 | 24,740 | | | 6/19/2023(1) | | | | | 1,266 | 20,155 | | | | | 6/19/2023(2) | | | | | | | 1,688 | 26,873 | | | 6/19/2023(3) | 1,254 | 3,759 | 39.50 | 6/18/2029 | | | | | | | 5/9/2024(1) | | | | | 2,090 | 33,273 | | | | | 5/9/2024(2) | | | | | | | 4,180 | 66,545 | | | 5/9/2024(3) | | 8,549 | 26.91 | 5/8/2030 | | | | | | | 7/23/2024(1) | | | | | 6,712 | 106,855 | | | | | | 14,335 | 16,106 | | | 11,083 | 176,441 | 7,422 | 118,158 |
Outstanding Equity Awards at Fiscal 2025 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 2025 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 for the PSUs granted in fiscal years 2023 and 2024, and its Fiscal 2027 PSU rTSR goal established by the Board of Directors for the PSUs granted in fiscal year 2025. These amounts were calculated using the target number of shares underlying the PSUs. |
Outstanding Equity Awards at Fiscal 2025 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 2025 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 2025 Year End
| (5) Under the Separation Agreement, the vesting of these options was accelerated to March 27, 2025 and remained exercisable for 90 days. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table shows all stock options exercised and value realized upon exercise by our Named Executive Officers (other than Mr. Fitzsimmons) during Fiscal 2025. The following table also shows all RSUs that vested and the value received upon vesting by our Named Executive Officers during Fiscal 2025. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and he has not received equity awards from us.
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Michael T. Broderick | — | — | 24,079 | 425,324 | | Brian J. D’Ambrosia | — | — | 3,634 | 90,329 | | Maureen E. Mulholland | — | — | 2,719 | 68,064 | | Nicholas Hawryschuk | — | — | 813 | 20,483 | | Cindy L. Donovan | — | — | 1,291 | 32,162 |
2025 Option Exercises and Stock Vested
| (1) The value realized equals the fair market value of our common stock on the date of vesting, multiplied by the number of RSUs that vested. |
2025 Option Exercises and Stock Vested
| 44 | |
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Michael T. Broderick | 32,294 | 6,919 | 10,048 | 0 | 230,900 | | Brian J. D’Ambrosia | 18,437 | 6,908 | 10,327 | 0 | 229,373 | | Maureen E. Mulholland | 15,159 | 6,984 | 11,336 | 0 | 249,500 | | Cindy L. Donovan | 4,569 | 1,523 | 1,591 | 0 | 38,836 | | Nicholas Hawryschuk | 12,300 | 6,150 | 2,505 | 0 | 62,439 |
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 2025 Summary Compensation Table. |
Nonqualified Deferred Compensation Table
| (2) These amounts are included in the “All Other Compensation” column of the 2025 Summary Compensation Table. |
Nonqualified Deferred Compensation Table
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Nonqualified Deferred Compensation Table
| (3) Of the total amounts shown in this column, only $190,681 of Mr. D’Ambrosia’s amount, $191,463 of Ms. Mulholland’s amount, and $1,514 of Ms. Donovan’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. |
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 Messrs. Fitzsimmons and Broderick) 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 29, 2025. Specifically, compensation payable to each of these 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 29, 2025. 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 all of the Named Executive Officers (other than Mr. Fitzsimmons), 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. Pursuant to the APS engagement letter, APS provides Mr. Fitzsimmons to serve as our President and CEO, and no amounts are payable under the APS engagement letter to APS upon termination of his services to or a change in control of the Company. For Mr. Broderick, the following summary sets forth the actual amounts that he received in connection with his departure effective March 27, 2025.
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 Messrs. Fitzsimmons and Broderick) had been involuntarily terminated without cause or resigned for good reason on March 29, 2025 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 ($) | | Brian J. D’Ambrosia | 900,000 | — | — | 229,168 | 266,214 | 1,395,383 | | Maureen E. Mulholland | 765,000 | — | — | 182,141 | 199,653 | 1,146,793 | | Cindy L. Donovan | 660,000 | — | — | 176,441 | 66,546 | 902,987 | | Nicholas Hawryschuk | 175,000 | — | — | 164,087 | 44,369 | 383,456 |
Table of Potential Payments Upon Change in Control
| | 49 |
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, Mr. Fitzsimmons, and former CEO, Mr. Broderick. For Fiscal 2025, the median of the annual total compensation of all employees of the Company (other than our CEO and former CEO) was $44,077 and the annual total compensation of our CEO and former CEO was $2,700,124. Based on this information, we reasonably estimate that the ratio of the annual total compensation of our CEO and former CEO to the median annual total compensation of all other employees for Fiscal 2025 was 61 to 1. To identify the median employee, we used the following methodology and material assumptions, adjustments and estimates:
CEO Pay Ratio
| • | We selected March 29, 2025, as the date upon which we would identify our median employee. We determined that, as of such date, we employed approximately 7,200 employees, including full-time, part-time and temporary employees. |
CEO Pay Ratio
| • | We chose gross pay for the period of March 30, 2024 through March 29, 2025 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 29, 2025, but who were not employed for all of Fiscal 2025. 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 2025 in accordance with the requirements of the applicable SEC rules. To calculate the pay ratio, we divided the sum of our CEO’s and former CEO’s annual total compensation by our median employee’s annual total compensation.
CEO Pay Ratio
| 50 | |
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.
Pay Versus Performance
Pay Versus Performance The following table sets forth the compensation for our principal executive officers (the “PEOs”) 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 2025, 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 | | | | 2025 | $2,700,124 | $753,855 | $986,001 | $291,366 | 46 | 251 | $(5,182) | $1,195,334 | | 2024 | $1,652,412 | $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 2025:
Pay Versus Performance
| Executive Name | 2021 | 2022 | 2023 | 2024 | 2025 | | M. Broderick | | X | X | X | X | | P. Fitzsimmons | | | | | 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 2025:
Pay Versus Performance
| Executive Name | 2021 | 2022 | 2023 | 2024 | 2025 | | B. D’Ambrosia | X | X | X | X | X | | M. Mulholland | X | X | X | X | X | | M. Henson | | X | X | X | | | R. Rajkowski | X | X | X | | | | D. Tripoli | X | | X | | | | C. Donovan | | | | X | X | | N. Hawryschuk | | | | | X |
Pay Versus Performance
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Compensation Actually Paid to PEOs and Average Compensation Actually Paid to
Compensation Actually Paid to PEOs 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 | | | | | | | | 2025 | $2,700,124 | $1,124,973 | $374,767 | ($ | 446,529) | $753,855 | | Average Non-PEO | | | | | | | | 2025 | $986,001 | $451,845 | $131,170 | ($ | 111,620) | $291,366 |
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.
Analysis of the Information Presented in the Pay Versus Performance Table
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