Peter Solomon

About Peter J. Solomon

Independent director at Monro, Inc. since 1984; age 86. Founder and Chairman of Solomon Partners, LP, an investment banking firm affiliated with Natixis (Groupe BPCE). Recognized for expertise in banking and financial services, capital markets, government regulation, M&A, strategy, and risk management .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors, including Peter J. Solomon, satisfy Nasdaq independence requirements; the board is 100% independent and chaired by an independent director .
• Committee assignments: Executive Committee member; Executive Committee held 11 meetings in 2024 . No Audit/Compensation/Nominating assignments listed for Peter J. Solomon .
• Board meetings and attendance: Board met 5 times in FY2024 and 6 times in FY2025; each director attended at least 75% of meetings and committees (FY2025 exception was Mr. Auerbach due to unavoidable conflicts) .
• Executive sessions: Independent directors meet regularly in executive sessions, chaired by Robert E. Mellor .
• Anti-hedging/pledging: Directors prohibited from hedging and pledging; pledge exceptions only under strict conditions; policy applies to directors .
• Stock ownership guidelines: Minimum 3x annual cash retainer; compliance achieved by all non-employee directors as of FY2025 . In FY2024, all were compliant except newer directors Woodhouse and Okray, with stated timelines to comply .

Fixed Compensation

Director fee schedule (FY2025):

Performance Compensation

Performance metrics tied to director compensation: None disclosed; director equity awards are time-vesting restricted stock over three years .

Vesting schedule details:

• FY2024 grant: 3,749 shares at $34.67 per share on Aug 15, 2023; vests over three years .
• FY2025 grant: 4,937 shares at $26.33 per share on Aug 13, 2024; vests over three years .

Other Directorships & Interlocks

No current public company directorships disclosed for Peter J. Solomon beyond MNRO .

Expertise & Qualifications

• Banking and financial services; capital markets; government regulations; mergers and acquisitions; strategic development/execution; risk management .
• Leadership across business and government service; governance best practices experience from other major corporations .

Equity Ownership

Notes:

• Includes 86,536 common shares held in trusts for the benefit of his children (trustee), and 1,000 shares owned by his wife; Mr. Solomon disclaims beneficial ownership of trust-held shares .
• Class C Preferred held in trusts for his children and grandchildren (trustee); convertible into 1,204,916 common shares .

Governance Assessment

• Strengths:

  • Independent director with deep finance/M&A expertise; long tenure provides institutional memory for MNRO .
  • Board and committee independence 100%; regular executive sessions; robust insider trading/anti-hedging/anti-pledging policies .
  • Stock ownership guidelines require 3x retainer; full compliance among non-employee directors in FY2025, indicating alignment; Solomon’s ongoing restricted stock holdings support skin-in-the-game .

• Risks and RED FLAGS:

  • Class C Preferred reclassification: A related-party transaction increased the conversion rate from 23.389 to 61.275 common shares per preferred share (~$36.6 million value at signing), benefiting holders including Peter J. Solomon and certain family members; company reimbursed up to $300,000 in holder expenses. Shareholder-approved Aug 15, 2023, but constitutes a material related-party exposure and potential conflict of interest given significant future conversion rights .
  • Concentrated legacy influence: Director since 1984; long tenure may raise entrenchment concerns despite formal independence .
  • Related-party oversight context: In FY2025, MNRO engaged AlixPartners in a related-party arrangement due to CEO’s affiliation (aggregate fees $5.85 million for implementation); while not tied to Solomon, it indicates heightened related-party governance vigilance required at the board level .

• Compensation mix implications:

  • Director pay is weighted toward time-vested equity ($129,991 annual grant in FY2025) with modest cash fees ($82,000 for Solomon), supporting alignment but lacking performance-based metrics; Executive Committee per-meeting fees could incentivize committee activity rather than long-term performance .

Board Governance (Detail)

• Committee assignments: Executive Committee member; Executive Committee met 11 times in 2024 .
• Independence status: Affirmed independent under Nasdaq standards .
• Attendance: At least 75% attendance in FY2024 and FY2025; all directors attended prior annual meetings .
• Lead Independent role: Board is chaired by independent director Robert E. Mellor; no separate lead independent director needed .

Fixed Compensation (Detail)

Performance Compensation (Detail)

Outstanding restricted stock:

Other Directorships & Interlocks (Detail)

Equity Ownership (Detail)

Footnotes:

• Trust-held shares: 86,536 common in trusts for children; 9,664 Class C Preferred in trusts for children/grandchildren; Solomon is trustee and disclaims beneficial ownership of trust-held common shares .
• Class C conversion rights: Preferred shares convertible into 1,204,916 common .

Governance Assessment Summary

• Overall, Solomon brings deep transaction and capital markets expertise and is formally independent with acceptable attendance and strong alignment via equity and guideline compliance .
• RED FLAG: The Class C Preferred reclassification and sizable conversion rights benefiting Solomon and family members represent ongoing related-party conflict potential and dilution risk, albeit Audit Committee/independent committee oversight and shareholder approval were noted .