Hope Woodhouse
MONROAbout Hope B. Woodhouse
Hope B. Woodhouse (age 69) has served as an independent director of Monro, Inc. since 2023. She is the former Chief Operating Officer at Bridgewater Associates, with prior senior operating roles at Auspex Group and Soros Fund Management, and brings deep expertise in risk management, executive compensation, auditing, financial reporting, accounting, and finance . The Board has determined she is independent under Nasdaq rules, and the Board is currently 100% independent with an independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgewater Associates, Inc. | Chief Operating Officer | — | Senior operating leadership; risk and controls experience |
| Auspex Group, L.P. | President & Chief Operating Officer | — | Senior operating leadership |
| Soros Fund Management LLC | Chief Operating Officer | — | Senior operating leadership |
External Roles
| Organization | Role | Committees/Impact | Notes |
|---|---|---|---|
| Granite Point Mortgage Trust Inc. (NYSE: GPMT) | Director | — | Current public company directorship |
| Two Harbors Investment Corp. (NYSE: TWO) | Director | — | Current public company directorship |
| Acadia Realty Trust (NYSE: AKR) | Director | — | Current public company directorship |
| Atomyze LLC | Former Director | — | Prior board service |
| Piper Jaffray Companies (NYSE: PJC) | Former Director | — | Prior board service |
| Soros Funds Limited | Former Director | — | Prior board service |
| Seoul Securities Corporation Ltd. | Former Director | — | Prior board service |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member; Audit Committee met 7 times and Compensation Committee met 5 times in Fiscal 2025 .
- Financial expert: Designated an Audit Committee Financial Expert and financially sophisticated under Nasdaq rules .
- Independence: Board determined all directors, including Woodhouse, meet Nasdaq independence standards .
- Attendance: Board held six meetings in Fiscal 2025; each director attended at least 75% of Board and committee meetings on which they served (one exception noted for another director), and all directors attended last year’s annual meeting .
- Leadership: Independent Board Chair; no Lead Independent Director needed while Chair is independent .
- Governance practices: Anti-hedging and pledging policy, executive sessions of independent directors, annual elections, 100% committee independence, and a clawback policy overseen by the Compensation Committee .
Fixed Compensation
| Component (Fiscal 2025) | Amount (USD) |
|---|---|
| Board Member Annual Retainer | $75,000 |
| Audit Committee Member Fee | $15,000 |
| Compensation Committee Member Fee | $7,500 |
| Executive Committee Meeting Fee | $0 (not a member) |
| Total Cash Fees Earned | $97,500 |
- Director compensation mix: Cash ($97,500) and equity grant award-date fair value ($129,991), total $227,491; equity comprises ~57% of total, aligning director pay with shareholder outcomes .
Performance Compensation
| Equity Award Terms | Grant Date | Shares Granted | Award-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual restricted stock grant (non-employee directors) | Aug 13, 2024 | 4,937 | $129,991 | Vests over 3 years |
| Prior restricted stock grant (Woodhouse) | Aug 15, 2023 | 3,749 | — | Vests over 3 years; Woodhouse grants began in Aug 2023 |
| Equity award structure | Annual | N/A | $130,000 target value for current directors (share count depends on grant-date price) | Annual grants to non-employee directors per Restated Plan |
- Compensation Committee oversight: Administers and enforces the Company’s clawback policy for incentive compensation programs; key Company performance metrics cited for executive incentives include Revenue, Operating Income, and Relative TSR (director equity is time-based) .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee composition (FY25) | Woodhouse, Auerbach, Johnson, McCluski, Mellor; none (except Mellor’s past interim CEO role outside committee timeframe) were current/former employees; no compensation committee interlocks with MNRO executives during FY25 . |
| Overboarding | Company reports “Director Overboarding: No” as a governance highlight; Board is 100% independent . |
Expertise & Qualifications
- Skills: Risk management, executive compensation, strategic planning, auditing, financial reporting, accounting, and finance .
- Financial expertise: Audit Committee Financial Expert designation and financial sophistication under Nasdaq standards .
- Governance credentials: Significant experience with corporate governance best practices across public corporations .
Equity Ownership
| Item | Detail |
|---|---|
| Restricted stock outstanding (as of Mar 29, 2025) | 7,437 shares |
| Stock ownership guidelines (directors) | Minimum holding equal to ≥3x the annual cash retainer; compliance required within 4 years of joining the Board |
| Compliance status | As of Mar 29, 2025, all non-employee directors were in full compliance with the guidelines |
| Anti-hedging and pledging policy | Company maintains anti-hedging and anti-pledging policy for directors and employees |
Governance Assessment
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Strengths
- Independent director with deep finance and risk pedigree; designated Audit Committee Financial Expert, enhancing audit oversight credibility .
- Strong alignment via equity grants and compliance with ownership guidelines; anti-hedging/pledging and clawback frameworks reinforce shareholder-friendly posture .
- Active committee engagement (Audit, Compensation) with documented meeting cadence and independence, plus regular executive sessions of independent directors .
-
Watch Items
- Multiple external public company boards (GPMT, TWO, AKR) increase time commitments; however, the Company reports no overboarding concerns and maintains 100% Board independence .
- No disclosed related-party transactions or pledging; continue monitoring for any new interlocks or transactions given her financial-services network (none disclosed for FY25) .
Overall signal: Governance quality and independence are strong; committee expertise and equity ownership alignment support investor confidence, with low apparent conflict risk based on disclosed interlocks and policies .