John Auerbach
MONROAbout John L. Auerbach
Independent director at Monro, Inc. since 2017; age 47; currently Chief Executive Officer of Joopiter LLC. Background spans founding and operating roles in digital commerce and retail (LiveArt Holdings, Eloquii), senior leadership at Uovo Art, Sotheby’s, Kate Spade, and Christie’s; BA Duke University and MBA Columbia Business School. Skills highlighted by the Board include retail operations, eCommerce strategy, brand building, digital marketing, and artificial intelligence. Independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uovo Art, LLC | Chief Executive Officer (former) | Not disclosed | Leadership in art logistics and operations |
| Sotheby’s, Inc. | EVP, Art & Objects and Digital Businesses (former) | Not disclosed | Digital transformation leadership |
| Kate Spade & Company | SVP, Digital & Global eCommerce (former) | Not disclosed | eCommerce expansion |
| Christie’s Inc. | International Managing Director, Digital & eCommerce Initiatives (former) | 2012–2016 | Global eCommerce launch |
| Eloquii Design, Inc. | Founder; former Chairman | Not disclosed | Built DTC brand; later sold to Walmart |
| Gilt Groupe | Founding team; President of Gilt Men | Not disclosed | Growth of digital retail platform |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| LiveArt Holdings, Inc. | Co‑Chairman | Private | Marketplace for fine art and objects |
| Eloquii Design, Inc. | Former Chairman | Private | Digital fashion brand sold to Walmart |
Board Governance
- Committee assignments: Chair, Compensation Committee; not listed as member of Audit or Nominating in FY2025. Compensation Committee members: Auerbach (Chair), Johnson, McCluski, Mellor, Woodhouse; 5 meetings in FY2025; 4 in FY2024; 3 in FY2023.
- Independence: Board determined all directors, including Auerbach, are independent in 2025; Monro maintains an independent Board Chair (Robert E. Mellor).
- Attendance: FY2025 Board held 6 meetings; each director attended at least 75% of combined Board/committee meetings except Auerbach, who missed four Board and committee meetings due to unavoidable conflicts on days with multiple meetings.
- Special Committee service: Served on independent Special Committee (2022–2023) evaluating Class C reclassification; committee retained Cooley (legal) and Duff & Phelps/Kroll (financial) and operated with majority‑of‑the‑minority approval safeguards.
- Compensation Committee governance: Committee retained Exequity LLP as independent advisor; committee interlocks report notes no executive interlocks for members (Mellor was interim CEO but did not serve on the committee during that period).
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual Board Member Retainer (cash) | $75,000 |
| Board Chair Additional Cash Retainer | $60,000 |
| Audit Committee Chair | $30,000 |
| Audit Committee Member | $15,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Corporate Responsibility Chair | $10,000 |
| Nominating & Corporate Responsibility Member | $5,000 |
| Executive Committee Meeting Fee (per meeting) | $1,000 |
Director cash compensation evolution (FY2024): quarterly retainer moved from per‑meeting fees to higher fixed retainers in Q3/Q4; Special Committee service in 2023 carried an additional $20,000 annual retainer and $1,000 per meeting.
| Director Compensation (Auerbach) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $56,000 | $113,250 | $97,500 |
| Stock Awards ($) | $129,985 | $129,978 | $129,991 |
| Total ($) | $187,987 | $243,228 | $227,491 |
Performance Compensation
| Equity Grants (Director RSUs) | Award Date | Shares | Fair Value Basis | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Aug 13, 2024 | 4,937 | $130,000 at $26.33 close | Three‑year vesting |
| Annual RSU grant | Aug 15, 2023 | 3,749 | $130,000 at $34.67 close | Three‑year vesting |
| Annual RSU grant | Aug 16, 2022 | 2,426 | $53.58 close (ASC 718 value) | Three‑year vesting |
- Plan features (2025 amendment): adds 2,115,000 shares (~7.0% of outstanding) to plan capacity; extends minimum vesting to directors; pro‑rata vesting of performance‑based awards on change‑in‑control; no liberal share recycling.
- Clawback oversight: Compensation Committee administers Dodd‑Frank/Nasdaq‑aligned clawback policy for erroneously awarded incentive comp and misconduct; Auerbach oversees as Committee Chair.
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| LiveArt Holdings, Inc. | Private | Co‑Chairman | Current role |
| Eloquii Design, Inc. | Private | Former Chairman | Prior role |
- Interlocks: Compensation Committee interlocks disclosure indicates no executive officer interlocks for committee members during FY2023.
- Overboarding: Company policy highlights “Director Overboarding: No” in governance summary.
Expertise & Qualifications
- Retail operations, eCommerce strategy and deployment; brand building; digital marketing; artificial intelligence expertise.
- Education: BA Duke University; MBA Columbia Business School.
- Board skills matrix notes two financial experts on the Board; Auerbach’s committee leadership in compensation is emphasized by repeated chairmanship.
Equity Ownership
| As of Date | Beneficial Shares | Options/RSUs Acquirable in 60 Days | Restricted Stock Outstanding | Percent of Class |
|---|---|---|---|---|
| Jun 23, 2025 | 16,727 | — | 8,244 (as of Mar 29, 2025) | <1% (starred) |
| Jun 1, 2024 | 11,790 | — | 6,150 (as of Mar 30, 2024) | <1% (starred) |
- Ownership guidelines: Directors must hold ≥3x annual cash retainer; all non‑employee directors in compliance as of March 29, 2025.
- Hedging/pledging: Prohibited by policy; directors may not hedge or pledge company stock.
- Section 16(a): Company disclosed late filings by certain officers in FY2025; no delinquencies reported for Auerbach.
Governance Assessment
- Strengths: Repeated election as Compensation Committee Chair; use of independent advisor (Exequity); adherence to stock ownership guidelines; no related‑party transactions disclosed at appointment; service on Special Committee with robust safeguards (majority‑of‑the‑minority). These support independence and governance rigor.
- Equity alignment: Annual RSU grants with three‑year vesting; significant equity portion of director pay (~$130k annually) supports long‑term alignment, alongside anti‑hedging/pledging policies.
- Risk indicators and RED FLAGS:
- Attendance: Missed four Board/committee meetings in FY2025 due to unavoidable conflicts; while the company states ≥75% attendance threshold, this is an engagement risk to monitor if recurring.
- Time‑based equity: Director RSUs are time‑vested rather than performance‑vested; while standard for directors, it reduces explicit performance linkage in board pay.
- Related‑party exposure: None disclosed at the time of appointment; no Item 404(a) transactions for Auerbach.
Overall, Auerbach’s digital commerce and AI expertise is additive to Monro’s transformation agenda and compensation oversight; investors should monitor attendance going forward and evaluate continued effectiveness of compensation governance (clawback enforcement, plan changes) under his chairmanship.