MONRO INC (MNRO)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MONRO INC · Meeting: August 11, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect eight directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2027 annual meeting of shareholders
Against Analysis
Hyde has served since 2017, giving her full overlap with the severe 3-year price decline of -49.5%; the company's 3-year TSR is deeply negative, and based on the disclosed peer group (automotive aftermarket and specialty retail companies), underperformance almost certainly exceeds the 20 percentage point threshold for negative absolute TSR; the 5-year TSR of -67.3% provides no mitigating relief as long-term performance is also deeply negative.
Johnson has served since 2020, giving her meaningful overlap with the 3-year period of severe stock underperformance (-49.5% price return); with a negative absolute 3-year TSR, the trigger threshold is 20 percentage points below peer median, which the company almost certainly breaches given the magnitude of decline; the 5-year TSR of -67.3% confirms this is not a transient downturn, so no 5-year mitigant applies.
McCluski has served since 2013, giving him the longest tenure overlap with the sustained underperformance; the 3-year price return of -49.5% is deeply negative and the 5-year return of -67.3% shows no recovery trend, meaning neither the 3-year nor 5-year mitigant applies, making an against vote appropriate.
Mellor has served since 2010 and chairs the board, making him the director most accountable for the sustained destruction of shareholder value; with a 3-year price return of -49.5% and 5-year return of -67.3%, neither the 3-year trigger nor the 5-year mitigant offers relief, and his role as board chairman during this period makes the accountability concern especially acute.
Solomon has served since 1984 — the longest-tenured director on the board — giving him full overlap with the company's severe underperformance; the 3-year price return of -49.5% and 5-year return of -67.3% both indicate sustained value destruction well beyond any applicable threshold, and no 5-year mitigant applies.
For Analysis
Fitzsimmons joined the board in December 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; he brings relevant turnaround and automotive industry experience as the sitting CEO leading the company's transformation.
Okray joined the board in 2024, which is within the 24-month new-director exemption window relative to the August 2026 meeting date, so the TSR underperformance trigger does not apply; he brings relevant financial and automotive retail experience as a former CFO of Advance Auto Parts.
Woodhouse joined the board in 2023, which is within the 24-month new-director exemption window relative to the August 2026 meeting date, so the TSR underperformance trigger does not apply; she brings financial expertise and relevant board experience.
The board includes five long-tenured directors (Hyde, Johnson, McCluski, Mellor, Solomon) who have presided over severe and sustained shareholder value destruction — a 3-year price return of -49.5% and 5-year return of -67.3% — that well exceeds the policy's negative-TSR underperformance threshold versus the disclosed peer group of automotive aftermarket and specialty retail companies; three newer directors (Fitzsimmons, Okray, Woodhouse) qualify for the 24-month new-director exemption and receive FOR votes.
Say on Pay
✓ FORCEO
Peter D. Fitzsimmons
Total Comp
$17,241
Prior Support
98%%
The CEO compensation figure of $17,241 in the pre-extracted database reflects only the APS service fee portion of his pay for the brief period he was not yet directly employed — the actual Summary Compensation Table total of approximately $6.5 million is heavily front-loaded and one-time in nature, covering a two-year employment term, a make-whole award for forfeited AlixPartners compensation, and an APS third-party service fee not paid directly to the CEO; roughly 75-85% of the CEO's direct compensation is performance-based and tied to stock price appreciation above $25, meaning realized pay was only about 39% of reported pay at fiscal year-end. The compensation program uses clear, measurable performance conditions tied to both short-term financial results and long-term share price growth, the company has a meaningful clawback policy, and prior-year Say on Pay support was 98%, well above the 70% threshold; on balance the structure reflects appropriate pay-for-performance alignment for a company undergoing a significant turnaround.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a company of Monro's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and no fee data was provided in the filing excerpt to calculate a non-audit fee ratio, meaning no policy threshold is breached on available information.
Overall Assessment
The 2026 Monro annual meeting presents a mixed ballot: the Say on Pay and auditor ratification proposals pass straightforward policy screens and warrant FOR votes, but five of the eight director nominees — all long-tenured members who have overseen a catastrophic 3-year and 5-year decline in shareholder value — trigger against votes under the TSR underperformance policy. The three newer directors (Fitzsimmons, Okray, Woodhouse) are exempt from the TSR trigger and receive FOR votes, while no stockholder proposals appear on this ballot.