Stephen McCluski
MONROAbout Stephen C. McCluski
Stephen C. McCluski is 73 and has served as an independent director of Monro, Inc. since 2013. He is the Audit Committee Chair, and a member of the Compensation Committee, Executive Committee, and Nominating and Corporate Responsibility Committee, and is designated an “audit committee financial expert.” His principal occupation was Senior Vice President and Chief Financial Officer of Bausch & Lomb, and previously Vice President and Controller at Bausch & Lomb .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bausch & Lomb Incorporated | Senior Vice President & Chief Financial Officer | — | Finance leadership, reporting, controls |
| Bausch & Lomb Incorporated | Vice President & Controller | — | Accounting, financial reporting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmunoGen, Inc. (Nasdaq: IMGN) | Former Chairman; Audit Committee Member | — | Audit oversight and board leadership |
| Standard Microsystems Corporation | Former Director | — | Board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined McCluski is independent under Nasdaq standards . |
| Committee Assignments | Audit (Chair); Compensation; Executive; Nominating & Corporate Responsibility . |
| Audit Committee Meetings (FY2025) | 7; all members independent; McCluski designated audit committee financial expert . |
| Compensation Committee Meetings (FY2025) | 5; all members independent . |
| Nominating & Corporate Responsibility Meetings (FY2025) | 2; all members independent . |
| Executive Committee Meetings (FY2025) | 7; acts between Board meetings with explicit limitations (cannot fix director/executive compensation, engage auditors, amend bylaws, etc.) . |
| Board Attendance (FY2025) | Each director attended at least 75% of aggregate Board/committee meetings except Mr. Auerbach; all directors attended the prior annual meeting . |
| Executive Sessions | Regular executive sessions of independent directors; chaired by independent Board Chair Robert E. Mellor . |
| Governance Practices | Anti-hedging and pledging policy; independent Board Chair; 100% independent Board and key committees; clawback policy; annual evaluations . |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board Member Retainer (cash) | $75,000 . |
| Board Chair Retainer (cash) | $60,000 . |
| Audit Committee Chair Fee | $30,000 . |
| Audit Committee Member Fee | $15,000 . |
| Compensation Committee Chair Fee | $15,000 . |
| Compensation Committee Member Fee | $7,500 . |
| Nominating & Corporate Responsibility Chair Fee | $10,000 . |
| Nominating & Corporate Responsibility Member Fee | $5,000 . |
| Executive Committee Meeting Fee | $1,000 per meeting . |
Director Compensation (FY2025):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stephen C. McCluski | 139,500 | 129,991 | 269,491 |
Grant and Vesting Terms:
- Each director received 4,937 restricted shares on August 13, 2024; fair value determined by dividing $130,000 by the $26.33 closing price on grant date; awards vest over three years .
Performance Compensation
| Element | Terms |
|---|---|
| Annual Director Equity Grant | 4,937 restricted shares (time-based vesting; no performance conditions) granted Aug 13, 2024; $129,991 grant-date value; three-year vesting . |
| Equity Plan Governance | 2025 Plan Amendment added 2,115,000 shares (~7.0% of outstanding) and extended minimum vesting requirements to directors; prohibits “liberal share recycling”; pro-rata vesting treatment for performance awards on change-in-control; no 162(m) exemption references post-TCJA . |
Context on Company performance metrics (applies to NEO incentives, not director pay):
| Key Metrics Used in Incentive Plans | Detail |
|---|---|
| Revenue; Operating Income; Relative TSR | Identified as most important measures in FY2025 for executive compensation alignment . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee Interlocks (FY2025) | No member (including McCluski) was an executive officer of another entity where MNRO executives served on the comp committee/board; Mr. Mellor did not serve on comp committee while interim CEO . |
| Current Public Company Boards | None disclosed for McCluski in 2025 proxy . |
| Prior Public Company Boards | ImmunoGen (Chair, Audit Committee); Standard Microsystems . |
Expertise & Qualifications
- Skills: Finance, risk management, M&A, strategic planning, financial reporting, accounting and controls .
- Audit Committee Financial Expert designation under SEC rules and Nasdaq financial sophistication .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable within 60 Days | Percent of Class |
|---|---|---|---|
| Stephen C. McCluski | 23,622 | — | <1% (“*” in proxy) |
Additional equity details:
- Restricted stock outstanding as of March 29, 2025: 8,244 shares for McCluski .
- Aggregate awards since plan inception: 40,000 options; 22,422 restricted stock grants attributed to McCluski in plan history table (not necessarily currently exercisable/vested) .
- Director Stock Ownership Guidelines: Minimum holdings equal to 3× annual cash retainer; all non-employee directors in full compliance as of March 29, 2025 .
- Anti-hedging and pledging policy in place .
Governance Assessment
- Strengths: Independent director with deep CFO background; Audit Chair and SEC-defined financial expert, enhancing oversight of reporting, controls, and cybersecurity . Regular independent executive sessions under an independent Board Chair support board effectiveness . Attendance met the ≥75% threshold in FY2025 (exception noted for another director), indicating engagement . Equity grants and ownership guidelines align director incentives with shareholders; full guideline compliance reported .
- Conflicts/Related Party: No related-party transactions implicated McCluski; FY2025 related-party transaction involved AlixPartners due to the CEO engagement, reviewed under policy with Audit Committee oversight .
- Committee Interlocks: No compensation committee interlocks in FY2025, reducing risk of cross-board pay inflation or conflicts .
- Compensation Structure: Director pay is balanced (cash + time-vested equity) with no performance conditions, consistent with independent oversight role; plan amendments increased share pool and strengthened minimum vesting for directors, neutral-to-positive from governance perspective .
- RED FLAGS: None identified in the proxy for McCluski—independence affirmed; compliance with ownership guidelines; no pledging disclosed; no interlocks; robust governance policies (clawback, anti-hedging/pledging, independent committees) .