Maureen Mulholland - Executive Vice President — Chief Legal Officer and Secretary | MONRO (MNRO) Executive Profile & Compensation

About Maureen Mulholland

Maureen E. Mulholland is Executive Vice President — Chief Legal Officer and Secretary of Monro, Inc. She joined Monro in October 2003 as General Counsel, was named Vice President in May 2012, promoted to Senior Vice President — General Counsel and Secretary in August 2017, and to her current role in August 2020. She is age 54 (as of 2025) and holds a J.D. from the University of Notre Dame Law School . Monro’s executive pay program tied annual cash incentives to Operating Income and Comparable Store Sales in FY2025 (both below threshold; zero payout) and to Pre-tax Income and Comparable Store Sales in FY2024 (also below threshold; zero payout), while long-term PSUs shifted from ROIC (FY2024 cohort) to relative TSR versus the S&P Composite Specialty Retail Index (FY2025 cohort) . In FY2024, Monro’s pay-versus-performance table reported $1,276.8M revenue and $37.6M net income, with an initial $100 Company TSR value at 86 for FY2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Monro, Inc.	General Counsel	Oct 2003–May 2012	Built internal legal function; corporate governance support
Monro, Inc.	Vice President	May 2012–Aug 2017	Expanded legal leadership; compliance oversight
Monro, Inc.	SVP — General Counsel & Secretary	Aug 2017–Aug 2020	Corporate secretary; disclosure and governance processes
Monro, Inc.	EVP — Chief Legal Officer & Secretary	Aug 2020–present	Executive legal leadership; ESG oversight participation via Board committee reporting

External Roles

Organization	Role	Years	Strategic Impact
Underberg & Kessler LLP	Associate Attorney	Pre-2003	Corporate and commercial legal practice experience
Harris Beach, PLLC	Associate Attorney	Pre-2003	Litigation/regulatory exposure; foundational legal training

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	346,887	369,376	379,686
Target Bonus (% of Salary)	—	60%	60%
Actual Annual Bonus Paid ($)	—	$0 (below threshold)	$0 (below threshold)

Performance Compensation

Annual Incentive Mechanics and Outcomes

Metric (FY2025)	Weighting	Threshold	Target	Maximum	Actual	Payout
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)

Metric (FY2024)	Weighting	Threshold	Target	Maximum	Actual	Payout
Comparable Store Sales (%)	50%	3.0%	5.0%	7.0%	-2.0%	0% (below threshold)
Pre-tax Income ($000s)	50%	71,800	81,600	91,400	51,880	0% (below threshold)

Equity Award Grants and Vesting Design

Grant Year	Grant Date	Instrument	Quantity (#)	Grant-Date Fair Value ($)	Vesting
FY2025	05/09/2024	Stock Options	25,646	168,646	Options generally vest in equal installments over 4 years; 6-year life typical
FY2025	05/09/2024	RSUs (time-vesting)	6,270	168,726	RSUs vest in equal installments over 4 years (annual anniversaries)
FY2025	05/09/2024	PSUs (target)	12,541	337,478	rTSR vs S&P Composite Specialty Retail Index; measured end of FY2027; 0–200% vesting
FY2024	06/19/2023	Stock Options	11,278	132,613	Options vest in equal installments over 4 years; 6-year life typical
FY2024	06/19/2023	RSUs (time-vesting)	3,797	149,982	RSUs vest in equal installments over 4 years
FY2024	06/19/2023	PSUs (target)	7,595	300,003	ROIC measured end of FY2026; threshold 11% to max 13.5%

Equity Ownership & Alignment

As of June 23, 2025	Count
Common shares beneficially owned	10,187
Shares acquirable within 60 days (options/RSUs)	37,548
Ownership as % of shares outstanding	<1%
Options — Exercisable	23,508
Options — Unexercisable	42,820
RSUs — Unvested	11,441
PSUs — Target not vested	27,132

Stock ownership guidelines: NEOs required to hold common stock equal to at least 3× base salary; compliance required within 4 years . As of March 29, 2025, all covered NEOs were in compliance .
Anti-hedging/pledging: Monro prohibits hedging and pledging by directors, officers, and employees .

Employment Terms

Provision	Term
Form of arrangement	Executive letter agreement (no separate employment agreement disclosed for Mulholland)
Severance (involuntary termination without cause or resignation for good reason)	One year’s base salary ($382,500) + pro rata annual bonus; accelerate unvested time-based equity; options exercisable for 90 days; PSUs eligible if performance goals achieved
Change-in-control (double trigger within 2 years)	Two years’ base salary ($765,000) + pro rata annual bonus; accelerate unvested options and RSUs; PSUs eligible on pro rata basis if goals achieved
Single-trigger cash severance	Not provided solely upon change-in-control
Clawback	Mandatory recoupment policy compliant with SEC/Nasdaq rules
Non-compete / Non-solicit	Required for prescribed periods (specific durations not disclosed)
Tax gross-ups	No excise tax gross-ups for change-in-control
Deferred Compensation Plan	Executive contributions $15,159; Company contributions $6,984; Aggregate earnings $11,336; Aggregate balance $249,500 (FY2025)
Perquisites (FY2025)	Company match $10,500; Life insurance $900; Executive health premium $9,300; Auto perq $13,600; Total $34,300

Performance & Track Record

Company-level trends (context for pay-for-performance and alignment):

Metric	FY 2021	FY 2022	FY 2023	FY 2024	FY 2025
Revenues ($)	1,125,721,000*	1,359,328,000*	1,325,382,000*	1,276,789,000*	1,195,334,000*
EBITDA ($)	149,542,000*	183,226,000*	156,787,000*	150,191,000*	109,678,000*

Values retrieved from S&P Global.
Note: Monro reported FY2024 pay-versus-performance data showing Revenue of $1,276,789,000 and Net Income of $37,571,000; Company TSR initial $100 value at 86 in FY2024 .

Compensation Structure Analysis

Shift of PSU metric from ROIC (FY2024) to rTSR (FY2025) increases external market alignment but may lower line-of-business controllability; vesting scale now 0–200% of target based on TSR percentile .
Annual incentive payout curve widened to 200% max in FY2025, but outcomes were zero due to underperformance versus Operating Income and Comparable Store Sales thresholds .
Base salary increased 5% for Mulholland effective May 26, 2024 to better align with peer market; post-increase, her base approximated the peer group’s 25th percentile, signaling conservative cash positioning .
Independent compensation consultant (Exequity) retained; peer group updated and applied for benchmarking .

Compensation Peer Group and Say-on-Pay

FY2025 peer benchmarking considered 18 companies across automotive aftermarket and specialty retail; examples include Valvoline, Driven Brands, National Vision, Dorman Products .
Say-on-Pay approval: ~99% of votes cast supported executive compensation at the 2024 annual meeting .

Investment Implications

Alignment: Strong governance signals (clawbacks; anti-hedging/pledging; ownership guidelines with full compliance) reduce agency risks and support investor alignment .
Near-term selling pressure: Time-vested RSUs and options vest annually; as of FY2025 year-end, Mulholland had 11,441 unvested RSUs and 23,508 exercisable/42,820 unexercisable options, implying scheduled equity deliveries that could create modest, predictable supply over the vesting horizon .
Incentive design: Annual cash tied to Operating Income and Comparable Store Sales with zero payouts in FY2025/FY2024 emphasizes disciplined operational execution; PSUs tied to rTSR may introduce market beta into realized pay outcomes .
Retention and CoC risk: Double-trigger CoC benefits (2× salary, equity acceleration) balance retention and shareholder protection; no gross-ups mitigate cost escalation risk .
Execution risk context: Revenue and EBITDA contraction into FY2025 alongside zero annual incentive payouts indicate performance headwinds; tracking TSR and PSU achievement versus the specialty retail benchmark will be critical for forward pay-for-performance calibration .