Robert Mellor
MONROAbout Robert E. Mellor
Robert E. Mellor, 81, has served on Monro’s Board since 2010 and is currently the independent Chairman of the Board. He chairs the Nominating & Corporate Responsibility Committee and serves on the Compensation and Executive Committees. Mellor previously served as Monro’s interim CEO from August 2020 to April 2021 and is deemed independent under Nasdaq standards. His core credentials include legal/regulatory, M&A, risk management, real estate, strategic execution, and accounting/finance, with experience in corporate governance best practices.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monro, Inc. | Interim Chief Executive Officer | Aug 2020 – Apr 2021 | — |
| Monro, Inc. | Lead Independent Director (former) | — | — |
| Building Materials Holding Corporation (BMHC) | Chairman & Chief Executive Officer (former) | — | — |
| BMHC Stock Holdings, Inc. | Chairman of the Board (former) | — | — |
| Ryland Group, Inc. | Director (former) | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coeur Mining, Inc. (NYSE: CDE) | Director; former Non‑Executive Chairman | Current (Director) | — |
| CalAtlantic Group, Inc. | Director (former) | — | — |
Board Governance
- Independence and leadership: Monro’s board is 100% independent; Mellor is independent Board Chair and presides over executive sessions, so no lead independent director is designated.
- Committees and meetings (FY2025):
Committee Role Meetings (FY2025) Nominating & Corporate Responsibility Chair 2 Compensation Member 5 Executive Member Per‑meeting fees apply - Attendance: The Board held six meetings in FY2025; each director attended at least 75% of Board and committee meetings, except Mr. Auerbach (Mellor met the ≥75% threshold).
- Election results (2025 Annual Meeting):
Nominee Votes For Votes Withheld Broker Non‑Votes Robert E. Mellor 20,139,929 4,716,513 1,938,605 - Governance controls: Anti‑hedging/pledging policy and clawback policy in place; independent compensation advisor (Exequity LLP) retained.
Fixed Compensation
- Structure (FY2025 non‑employee director cash retainers):
Component Fiscal 2025 Amount (USD) Board member retainer $75,000 Board Chair retainer $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 $1,000 - Mellor’s director compensation (actual):
Metric FY2024 FY2025 Fees Earned or Paid in Cash (USD) $169,750 $164,500 Stock Awards (ASC 718) (USD) $129,978 $129,991 Total (USD) $299,728 $294,491
Performance Compensation
- Equity grant program (non‑employee directors): Each director received 4,937 shares of restricted stock on Aug 13, 2024, determined by dividing $130,000 by the $26.33 closing price; awards vest over three years (time‑based, no performance metrics).
- Mellor’s outstanding restricted stock (as of Mar 29, 2025): 8,244 shares.
| Grant Detail | Value |
|---|---|
| Grant date | Aug 13, 2024 |
| Shares granted (FY2025 award) | 4,937 |
| Grant‑date fair value (ASC 718) | $129,991 |
| Vesting schedule | Three‑year vesting (time‑based) |
| Restricted stock outstanding (3/29/25) | 8,244 shares |
Performance metrics: Not applicable to director equity; awards are service‑based restricted stock (no performance‑conditioned vesting disclosed).
Other Directorships & Interlocks
- Current/Former public company boards: Coeur Mining (Director; former Non‑Executive Chairman), CalAtlantic Group (former), Ryland Group (former).
- Compensation Committee interlocks: In FY2025, the Compensation Committee (including Mellor) had no interlocks; Mellor did not serve on the committee while interim CEO (2020–2021).
Expertise & Qualifications
- Skills and expertise: Legal/regulatory, M&A, risk management, real estate, strategic development and execution, accounting and finance; experience with corporate governance best practices.
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of June 23, 2025) | 37,922 |
| Percent of class | <1% (29,971,387 shares outstanding) |
| Restricted stock included within beneficial ownership | Includes grants of 2,426 (8/16/22), 3,749 (8/15/23), 4,937 (8/13/24) shares |
| Restricted stock outstanding (3/29/25) | 8,244 shares |
| Hedging/Pledging | Prohibited by policy (no pledging unless excluded; anti‑hedging) |
| Ownership guidelines | ≥3x annual cash retainer; compliance within 4 years of joining |
| Compliance status (as of 3/29/25) | All non‑employee directors in full compliance |
Governance Assessment
- Board effectiveness and independence: 100% independent board with an independent Chair (Mellor) and regular executive sessions led by the Chair; robust governance practices (anti‑hedging/pledging, clawback, stock ownership guidelines, independent comp advisor). These structures support oversight integrity.
- Engagement and attendance: Board met six times in FY2025; Mellor met the ≥75% attendance guideline (only Mr. Auerbach fell below), indicating baseline engagement.
- Shareholder sentiment: Mellor received 20,139,929 “For” and 4,716,513 “Withheld” votes (with 1,938,605 broker non‑votes) at the 2025 annual meeting; Say‑on‑Pay also received strong support (22,403,043 For vs. 478,980 Against).
- Conflicts/related‑party oversight: A related‑party arrangement with AlixPartners (CEO affiliation) was reviewed under the company’s process and approved by independent directors; fees included $800,000 for assessment and $5.85 million for implementation services in 2025. No Mellor‑specific related‑party exposure disclosed.
- Alignment: Director equity is time‑based and stock ownership guidelines are met by all non‑employee directors, reinforcing alignment; hedging/pledging is prohibited.
Appendix: Committee Composition & Meetings (FY2025)
| Committee | Members | Meetings (FY2025) |
|---|---|---|
| Audit | Stephen C. McCluski (Chair), Lindsay N. Hyde, Hope B. Woodhouse | 7 |
| Compensation | John L. Auerbach (Chair), Leah C. Johnson, Stephen C. McCluski, Robert E. Mellor, Hope B. Woodhouse | 5 |
| Nominating & Corporate Responsibility | Robert E. Mellor (Chair), Lindsay N. Hyde, Stephen C. McCluski | 2 |
Note: Mellor is independent and serves as Chair of the Board; with an independent Chair in place, no lead independent director is designated.