Leah Johnson

About Leah C. Johnson

Leah C. Johnson, age 62, has served as an independent director of Monro, Inc. since 2020. She is Executive Vice President, Chief Communications, Marketing & Advocacy Officer at Lincoln Center for the Performing Arts and brings deep expertise in corporate strategy, communications, public affairs, marketing, change management, and diversity and inclusion, with prior senior roles at Citigroup and S&P Global Ratings and as founder/CEO of LCJ Solutions, LLC . She is a member of the Board’s Compensation Committee; the Board is 100% independent and chaired by an independent director .

Past Roles

External Roles

Board Governance

• Independence and structure: All eight directors are independent; the Chair (Robert E. Mellor) is independent, so there is no separate Lead Independent Director .
• Committee assignments: Johnson serves on the Compensation Committee (not Chair). Compensation Committee members: John L. Auerbach (Chair), Leah C. Johnson, Stephen C. McCluski, Robert E. Mellor, Hope B. Woodhouse; 5 meetings in Fiscal 2025; committee confirmed independent per Nasdaq and SEC rules .
• Meetings and attendance: Board held six meetings in Fiscal 2025; each director attended at least 75% of Board/committee meetings (exception noted was Auerbach due to conflicts; Johnson met the threshold) .
• Governance practices: Anti-hedging and pledging policies; clawback policy; annual director elections starting Fiscal 2025; independent compensation advisor (Exequity, LLP) retained by Compensation Committee .

Fixed Compensation

• Director fee schedule (Fiscal 2025): | Compensation Element | Amount (USD) | |---|---| | Board member annual retainer | $75,000 | | Board Chair retainer (incremental) | $60,000 | | Audit Chair | $30,000 | | Audit member | $15,000 | | Compensation Chair | $15,000 | | Compensation member | $7,500 | | Nominating & Corporate Responsibility Chair | $10,000 | | Nominating & Corporate Responsibility member | $5,000 | | Executive Committee per-meeting fee | $1,000 |

• Johnson’s cash fees and equity value: | Metric | Fiscal 2024 | Fiscal 2025 | |---|---|---| | Fees Earned or Paid in Cash (USD) | $91,375 | $82,500 | | Stock Awards Grant-Date Value (USD) | $129,978 | $129,991 | | Total (USD) | $221,353 | $212,491 |

• Stock ownership guidelines: Directors must hold common stock/equivalents valued at least 3x annual cash retainer, within four years of joining; as of March 29, 2025, all non-employee directors were in full compliance .

Performance Compensation

• Annual restricted stock grants: | Award Date | Shares Granted | Grant-Date Price | Grant-Date Value | Vesting | |---|---|---|---|---| | Aug 15, 2023 | 3,749 | $34.67 | $129,978 | Three-year vesting, equal annual tranches | | Aug 13, 2024 | 4,937 | $26.33 | $130,000 (value basis); $129,991 reported | Three-year vesting, equal annual tranches | | Aug 12, 2025 | 8,306 | $0 purchase price (director grant) | — | Three equal annual installments on each anniversary |

• Performance metric linkage to director compensation: | Metric | Usage in Director Pay | |---|---| | TSR/Revenue/Operating Income | Not used for director pay; director compensation comprises cash retainers and time-based restricted stock grants |

Other Directorships & Interlocks

• Compensation Committee interlocks: No interlocks; during Fiscal 2025, no Compensation Committee member was an executive officer of another entity where Monro’s executives served; Mellor’s prior interim CEO service did not overlap with his committee service .

Expertise & Qualifications

• Corporate strategy and communications; public affairs; marketing; change management; diversity and inclusion; entrepreneurial leadership; community engagement and culture .

Equity Ownership

Insider Trades

Governance Assessment

• Strengths:

  • Independent director with high attendance; Board and committees are fully independent with established charters and annual evaluations; robust policies on anti-hedging/pledging and clawbacks support investor alignment .
  • Compensation structure for directors emphasizes equity via annual restricted stock, reinforcing long-term alignment; compliance with stock ownership guidelines achieved within mandated timeframe .
  • Compensation Committee independence and use of an external advisor (Exequity) mitigate pay-setting risks; no interlocks disclosed for committee members in Fiscal 2025 .

• Watch items:

  • Director equity awards are time-based RS rather than performance-based; while common for directors, this reduces explicit pay-performance linkage compared to executive plans .
  • Multiple external non-profit leadership roles create significant time commitments; however, Board overboarding is flagged as “No” in governance highlights, and attendance thresholds were met .

• Overall signal:

  • Johnson’s communications and stakeholder expertise is additive to Monro’s board, with clean independence and solid attendance. Compensation mix and ownership compliance indicate alignment; no related-party or pledging red flags are disclosed in the proxy materials .