Cindy Donovan
MONROAbout Cindy Donovan
Cindy L. Donovan, 56, is Senior Vice President – Chief Information Officer of Monro, Inc., serving in the CIO role since November 2022 and having joined Monro in September 2019, with successive promotions through 2020 and 2022 . Company performance context during her recent tenure: fiscal 2025 revenue was $1,195.3 million vs. $1,276.8 million in fiscal 2024 and $1,325.4 million in fiscal 2023, while net income was a loss of $5.2 million in 2025 vs. $37.6 million profit in 2024; Monro’s TSR value of a $100 initial investment stood at 46 in 2025 vs. 86 in 2024 and 130 in 2023 . Executive compensation programs emphasize pay-for-performance, with 2025 annual incentives tied to operating income and comparable store sales, and long-term PSUs tied to relative TSR vs. the S&P Composite Specialty Retail Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monro, Inc. | SVP – Chief Information Officer | Nov 2022 – present | Leads enterprise IT; progression from Director of Project Management & Data Architecture (Sep 2019) to VP IT (Jan 2020) and SVP IT (Dec 2020) before CIO . |
| IEC Electronics Corp. | Vice President, Chief Information Officer | Dec 2016 – Aug 2019 | Led CIO function at an electronics manufacturer . |
| Paychex, Inc. | Senior IT Manager, Data Services | Dec 2014 – Dec 2016 | Managed data services in a large payroll/HR company . |
| Carestream Health | Director of IT Strategic Planning, PMO, and Governance | 2007 – 2014 | Directed IT strategy, PMO, governance at a healthcare imaging company . |
| Eastman Kodak Company | IT management, compliance, ERP application development | Through 2006 | Held multiple IT leadership roles . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 326,858 | 326,858 |
| Target Bonus (% of Base) | n/a disclosed for FY24 | 40% |
| Actual Annual Incentive ($) | $0 (not earned) | $0 (not earned) |
Performance Compensation
Annual Incentive Plan – FY 2025 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Outcome |
|---|---|---|---|---|---|---|
| Operating Income (000s) | 70% | 60,200 | 75,200 | 90,200 | 38,700 | 0% (below threshold) |
| Comparable Store Sales | 30% | -2.0% | 2.0% | 6.0% | -3.5% | 0% (below threshold) |
Notes:
- FY25 executive annual incentive design used Operating Income (70%) and Comparable Store Sales (30%); payout curve widened to 200% at maximum performance .
- None of the NEOs, including Cindy Donovan, earned an annual incentive for FY25 .
Long-Term Incentive Structure (FY 2025 grants)
- Mix for NEOs (excluding SVP-Operations): 50% PSUs, 25% stock options, 25% RSUs; PSUs measure rTSR vs. S&P Composite Specialty Retail Index with vesting 0–200% over three years; options and RSUs vest ratably over four years .
- Additional retention RSU for Donovan approved July 2024 equal to 50% of base salary, vesting ratably over three years .
Equity Grants – Detail
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Strike/Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| 5/9/2024 | Stock Options | 8,549 | 56,217 | $26.91 | 5/8/2030 | 4-year ratable (equal installments) |
| 5/9/2024 | Time-Vesting RSUs | 2,090 | 56,242 | n/a | n/a | 4-year ratable (equal installments) |
| 5/9/2024 | Performance-Vesting PSUs (Target) | 4,180 | 112,484 (at target) | n/a | End FY2027 | 3-year rTSR vesting scale 0–200% |
| 7/23/2024 | Time-Vesting RSUs (Retention) | 6,712 | 164,981 | n/a | n/a | 3-year ratable (equal installments) |
PSU rTSR Vesting Scale (FY25 PSU cycle): <25th percentile = 0%; 25th = 50%; 50th = 100%; ≥75th = 200% (linear interpolation between points) .
Equity Ownership & Alignment
| Ownership Item (as of 3/29/2025) | Amount |
|---|---|
| Common Shares Beneficially Owned | 4,201 shares |
| Shares Acquirable within 60 days (options/RSUs) | 22,691 shares |
| Options – Exercisable | 14,335 |
| Options – Unexercisable | 16,106 |
| Unvested RSUs (count; market value) | 11,083; $176,441 |
| Unvested PSUs (target; market value) | 7,422; $118,158 |
| Ownership % of outstanding shares | <1% (asterisk indicated) |
Additional alignment factors:
- Executive stock ownership guidelines require NEOs (other than CEO) to hold common stock equal to at least 3× base salary; as of March 29, 2025, all covered NEOs are in compliance .
- Anti-hedging and anti-pledging policies apply to employees; pledging and hedging are prohibited, supporting alignment with shareholders .
- Trading policy imposes preclearance and trading windows; event-specific blackouts may apply, moderating insider selling pressure .
Near-term vesting events indicating potential liquidity windows:
- 2,237 RSUs scheduled to vest on July 23, 2025; 269 RSUs scheduled to vest on July 30, 2025 (convertible one-for-one into common stock) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (Involuntary Termination Without Cause / Good Reason) | One year’s base salary; pro rata bonus for year of termination; accelerated vesting of outstanding stock options and time-vesting equity awards; PSUs remain eligible subject to performance . |
| Change-in-Control (Double Trigger) | Two years’ base salary; pro rata bonus for year of termination; immediate vesting of unvested options and RSUs; PSUs eligible to vest pro rata subject to performance . |
| Clawback | Mandatory recoupment under SEC/Nasdaq clawback rules for restatements; fraud/embezzlement/securities law violations also trigger recoupment . |
| Non-compete/Non-solicit | Company agreements generally include such provisions; specific terms for Donovan not detailed beyond severance framework . |
Quantified potential payments (assuming termination effective 3/29/2025):
- Involuntary termination without cause: Base salary $330,000; RSUs $176,441; PSUs $66,546; Total $572,987 .
- Termination within two years following a change-in-control: Base salary $660,000; RSUs $176,441; PSUs $66,546; Total $902,987 .
Investment Implications
- Pay-for-performance alignment: No FY25 annual bonus paid due to underperformance vs. Operating Income and Comparable Store Sales thresholds; long-term PSUs hinge on rTSR relative to S&P Composite Specialty Retail peers, emphasizing shareholder value creation before payout .
- Ownership and selling pressure: Compliance with ownership guidelines, anti-hedging/pledging, and preclearance/trading-window policies reduce misalignment and opportunistic selling; near-term RSU vesting dates provide predictable supply windows to monitor .
- Retention risk: Severance and CIC protections are moderate (salary-based multiples with pro rata bonus and equity vesting), suggesting balanced retention incentives; no excise tax gross-ups; PSUs remain performance-contingent, limiting windfalls .
- Execution backdrop: Company-wide revenue and TSR have been challenged in FY23–FY25, heightening importance of CIO-led digital execution; however, compensation outcomes are tightly linked to operating and TSR metrics, reinforcing accountability .
Governance note: 2024 say-on-pay approval ~99% indicates broad shareholder support for the compensation framework that also applies to Donovan’s incentives .
Appendix: Additional Data Tables
Summary Compensation (Cindy L. Donovan)
| Year | Salary ($) | Option Awards ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2025 | 326,858 | 56,217 | 333,707 | — (0) | 36,500 | 753,282 |
| 2024 | 326,858 | 56,217 | 133,352 | — (0) | 41,900 | 545,650 |
Outstanding Equity Awards at FY2025 Year-End (Selected line items)
| Type | Count | Market Value ($) | Notes |
|---|---|---|---|
| Options – Exercisable | 14,335 | n/a | Various grant dates; strikes and expirations per award detail . |
| Options – Unexercisable | 16,106 | n/a | 4- or 3-year vesting depending grant/footnotes . |
| RSUs Unvested | 11,083 | 176,441 | Vest in equal installments over four years . |
| PSUs (Target) Unvested | 7,422 | 118,158 | 3-year rTSR cycle ending FY2027 . |
Insider Reporting
- Donovan filed one late Form 4 disclosing two transactions, one late Form 4 disclosing one transaction, and one late Form 3, per Section 16(a) disclosure for FY2025 .