Brian D’Ambrosia
Executive Vice President — Finance, Chief Financial Officer, Treasurer and Assistant Secretary at 
MONRO
MONROExecutive
About Brian D’Ambrosia
Brian J. D’Ambrosia (age 50) is Executive Vice President — Finance, Chief Financial Officer, Treasurer and Assistant Secretary of Monro, Inc. He has served as CFO since April 2018, after progressively senior finance roles at Monro since 2013; he is a certified public accountant with prior audit experience at Deloitte & Touche and finance roles at Birds Eye Foods and Robbins & Myers . Recent company performance metrics underpinning pay-for-performance include FY2025 revenue of $1,195.3M (down from $1,325.4M in FY2023), net income of $(5.2)M in FY2025, and a cumulative Company TSR indicating a $46 value from an initial $100 investment by FY2025 (versus $130 in FY2023) . Monro’s long-term incentives for NEOs emphasize relative TSR-based PSUs vesting over three years, aligning compensation with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monro, Inc. | EVP – Finance, CFO, Treasurer; Asst. Secretary | 2018–present | Senior finance leadership, capital allocation, performance management |
| Monro, Inc. | SVP – Finance, CFO, Treasurer | 2017–2018 | Transition to CFO; strengthened financial reporting |
| Monro, Inc. | VP – Finance; VP – Controller; Chief Accounting Officer | 2013–2016 | Built accounting controls, reporting; elevated to CAO in Dec 2015 |
| Robbins & Myers, Inc. | Regional Controller — Americas, Process Solutions Group | 2010–2013 | Industrial operations finance, controls in engineered systems |
| Birds Eye Foods, Inc. | Various accounting and finance roles incl. Controllers | 2005–2010 | Cost/reporting leadership in food manufacturing |
| Rochester Sports Group | Chief Financial Officer | 2003–2005 | CFO duties in sports entertainment |
| Deloitte & Touche, LLP | Audit Manager | 1997–2003 | CPA; audit and financial reporting expertise |
External Roles
- None disclosed in MNRO’s 2025 proxy for D’Ambrosia .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 408,103 | 439,940 | 450,000 |
| Target Bonus (% of Base) | — | — | 75% |
| Actual Bonus Paid ($) | — | — | — |
| Option Awards ($, grant-date FV) | 174,981 | 189,101 | 224,863 |
| Stock Awards ($, RSUs+PSUs) | 524,998 | 524,995 | 674,984 |
| All Other Compensation ($) | 34,700 | 35,000 | 33,000 |
| Total Compensation ($) | 1,142,782 | 1,189,036 | 1,382,847 |
Performance Compensation
Annual Incentive Plan — FY2025
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating Income ($K) | 70% | 60,200 | 75,200 | 90,200 | 38,700 | 0% |
| Comparable Store Sales (YoY) | 30% | -2.0% | 2.0% | 6.0% | -3.5% | 0% |
- No FY2025 cash bonus was earned for any NEO, including D’Ambrosia, due to sub-threshold performance on both metrics .
Long-Term Incentive (LTI) Structure — FY2025 mix
| Instrument | Weight | Metric/Target | Vesting | FY2025 Grant Details |
|---|---|---|---|---|
| PSUs | 50% | rTSR vs S&P Composite Specialty Retail; 50th percentile = 100% payout; <25th=0%; ≥75th=200% (linear between) | 3-year performance period ending FY2027; pro rata vesting on CoC | Target 16,722 sh; Max 33,444 sh; grant-date FV $449,989 |
| Stock Options | 25% | Stock price appreciation (value only if > strike) | Vest in equal installments over 4 years; typical 6–10y life | 34,195 options @ $26.91, grant-date FV $224,863 (5/9/2024) |
| RSUs | 25% | Time-based | Vest in equal installments over 4 years; immediate vest on death | 8,361 RSUs; grant-date FV $224,995 (5/9/2024) |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares beneficially owned (common) | 23,205 |
| Shares acquirable within 60 days (options/RSUs) | 54,801 |
| Ownership % of outstanding | <1% (“*” per proxy) |
| Stock ownership guideline | ≥3x annual base salary for NEOs; all covered executives in compliance as of 3/29/2025 |
| Anti-hedging/pledging policy | Hedging prohibited; pledging prohibited for employees (limited exceptions for margin accounts only if margin not utilized) |
| Shares pledged | None permitted under policy; no pledging disclosed |
Breakdown of outstanding awards at FY2025 year-end:
- Options: 40,176 exercisable; 57,565 unexercisable; various strikes ($25.74–$80.18); expirations 2025–2031 .
- Unvested RSUs: 14,395 shares (market value $229,168) .
- Unvested PSUs (target): 33,745 shares (market value $537,220) .
Recent vesting/near-term events:
- RSUs: 754 units vest on July 30, 2025 (per footnote) .
- Options granted 5/9/2024 and 10/26/2023 follow standard annual vesting; FY2025 intrinsic value tables show $0 option value at separation/change-in-control valuations, implying awards were out-of-the-money at the measurement date .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended & Restated Employment Agreement dated Oct 2023; term through Dec 31, 2026; auto-renew for successive one-year terms |
| Base salary | ≥$450,000 |
| Annual bonus target framework | At least 30% threshold, 60% target, 90% maximum of base salary (subject to Committee discretion); FY2025 plan set D’Ambrosia at 75% target of base |
| Severance (without cause / good reason) | One year base salary; pro rata current-year bonus based on actual performance; accelerated vesting of time-based equity; vested options exercisable for 90 days; PSUs eligible to vest if goals achieved |
| Change-in-control (double trigger, within 2 years) | Two years’ base salary; pro rata current-year bonus; immediate vesting of RSUs and options (90-day exercise window); PSUs eligible to vest pro rata on goal achievement; no excise tax gross-ups |
| Non-compete / non-solicit; confidentiality | Standard restrictions post-termination and confidentiality covenants included; details in agreements overseen by Compensation Committee |
| Clawback | Mandatory recoupment under SEC/Nasdaq-compliant policy for restatements and certain misconduct; administered by Compensation Committee |
| Option grant timing policy | Grants during May Committee meeting; no timing around MNPI; no accelerated public disclosures to benefit grant recipients |
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Company TSR — $100 initial value | $168 | $114 | $130 | $86 | $46 |
| Net Income ($K) | 34,319 | 61,568 | 39,048 | 37,571 | (5,182) |
| Revenue ($K) | 1,125,721 | 1,359,328 | 1,325,382 | 1,276,789 | 1,195,334 |
Additional governance and shareholder signals:
- 2024 Say-on-Pay approval ~99% of votes cast in favor, supporting pay design and practices .
- Independent compensation consultant (Exequity LLP); emphasis on pay-for-performance and risk assessment; annual benchmarking to a 18-company peer set .
Compensation Structure Analysis
- Increased at-risk pay: Majority of D’Ambrosia’s comp delivered in equity (PSUs/options/RSUs); no cash bonus paid in FY2023–FY2025 as annual metrics missed thresholds .
- Shift to rTSR PSUs: FY2025 PSUs moved from ROIC to rTSR vs S&P Composite Specialty Retail, reinforcing alignment to shareholder returns with 0–200% payout range .
- Dilution and plan capacity: 2025 amendment adds 2,115,000 shares (~7.0% of outstanding) to equity plan; tightens minimum vesting for directors; pro rata vesting of performance awards on change-in-control .
- Clawback, no repricing/gross-ups: Clawback policy adopted per SEC/Nasdaq; no option repricing without shareholder approval; no change-in-control excise tax gross-ups .
Related Party Transactions
- None involving D’Ambrosia disclosed; note: CEO engagement via AlixPartners/APS is a related party transaction (not specific to D’Ambrosia) .
Risk Indicators & Red Flags
- Insider filings: D’Ambrosia filed one late Form 4 (two transactions) in FY2025; no pledging permitted under policy .
- Pay outcomes: Zero annual bonus in FY2025 despite guaranteed base — indicates strict performance gates; options appeared out-of-the-money at FY2025 measurement in termination/CoC tables .
- Equity plan expansion: Added share capacity may increase future dilution; however, maintains best-practice guardrails (no liberal share recycling; minimum vesting) .
Equity Ownership & Alignment — Detailed Table
| Category | Count/Value |
|---|---|
| Common shares owned | 23,205 |
| Options exercisable | 40,176 |
| Options unexercisable | 57,565 |
| Unvested RSUs (market value) | 14,395 sh; $229,168 |
| Unvested PSUs (target; market value) | 33,745 sh; $537,220 |
| Shares acquirable within 60 days | 54,801 |
| Ownership guideline compliance | In compliance (≥3x salary) |
| Hedging/pledging | Prohibited |
Employment Terms — Economics Table
| Scenario | Cash Multiple | Equity Treatment | Bonus Treatment |
|---|---|---|---|
| Involuntary termination (no cause) | 1x base salary | RSUs/time-vest equity accelerate; options 90-day exercise; PSUs eligible if goals met | Pro rata current-year bonus based on actual performance |
| Change-in-control + termination (double trigger) | 2x base salary (6 months for SVP Ops; applies to NEOs other than Hawryschuk accordingly) | RSUs/time-vest accelerate; options 90-day exercise; PSUs pro rata on goal achievement | Pro rata current-year bonus (except SVP Ops variation) |
| Death/Disability | Salary continuation and insurance per agreement; RSUs accelerate; options vest; PSUs pro rata upon death |
Investment Implications
- Alignment: Strong pay-for-performance mechanisms (rTSR PSUs; strict annual metrics) and clawbacks reduce moral hazard; zero FY2025 bonus underscores discipline .
- Retention: Auto-renewing agreement through 2026 with meaningful double-trigger CoC protection (2x salary, equity acceleration) lowers near-term departure risk; ownership guideline compliance fosters alignment .
- Trading signals: Upcoming RSU and option vesting events can create episodic sell pressure, but pledging/hedging are prohibited; options were out-of-the-money at FY2025 measurement, limiting near-term exercise-driven selling .
- Pay dilution risk: Plan share increase (~7% of outstanding) suggests continued use of equity. Guardrails (no repricing, minimum vesting) and shareholder-friendly features mitigate governance concerns .
- Execution risk: Deteriorating TSR and negative net income in FY2025 highlight the importance of CFO-led profitability and cash discipline amid CEO-led turnaround; compensation tied to operating income and rTSR should reinforce focus on value creation .