Thomas Okray
MONROAbout Thomas B. Okray
Thomas B. Okray (age 62) is an independent director of Monro, Inc. since 2024 and serves on the Executive Committee. He is the Chief Financial Officer of Nikola Corporation and previously held CFO roles at Eaton, W.W. Grainger, and Advance Auto Parts. He is also a director of Flowserve Corporation and serves on the boards of The Cleveland Orchestra and The City Mission. Nikola filed for Chapter 11 protection on February 19, 2025, which is a relevant external risk consideration for investors assessing his current executive role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton (NYSE: ETN) | Chief Financial Officer | Not disclosed | Senior finance leadership |
| W.W. Grainger, Inc. (NYSE: GWW) | SVP & Chief Financial Officer | Not disclosed | Senior finance leadership |
| Advance Auto Parts, Inc. (NYSE: AAP) | EVP & Chief Financial Officer | Not disclosed | Senior finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flowserve Corporation (NYSE: FLS) | Director | Current | Board member |
| The Cleveland Orchestra | Board Member | Current | Board member |
| The City Mission | Board Member | Current | Board member |
Board Governance
- Independence: The Board determined all directors, including Okray, satisfy Nasdaq independence requirements .
- Committee assignments: Okray serves on the Executive Committee (7 meetings in Fiscal 2025) .
- Board meetings and attendance: The Board met 6 times in Fiscal 2025; all directors attended at least 75% of Board/committee meetings except Mr. Auerbach (due to unavoidable conflicts). Okray met the attendance threshold .
- Executive sessions: Independent directors meet regularly in executive sessions, chaired by the independent Board Chair .
- Governance practices: Board independence 100%, anti-hedging & pledging policy, clawback policy, and annual Board/committee evaluations .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director |
| Committees | Executive Committee member |
| Executive Committee meetings (FY2025) | 7 |
| Board meetings (FY2025) | 6 |
| Attendance | ≥75% (Board-wide standard; exception noted for Auerbach only) |
| Board Chair | Independent (Robert E. Mellor) |
| Anti-Hedging/Pledging | Prohibited |
| Clawback Policy | In place (executive compensation) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $82,000 | Includes Board/committee retainers; Executive Committee per-meeting fee $1,000 (committee held 7 meetings) |
| Annual Board Member Retainer | $75,000 | Standard for non-employee directors |
| Committee Fees (Standard) | Audit Chair $30,000; Audit member $15,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000; Executive Committee per meeting $1,000 | Standard structure |
| Total Director Compensation (FY2025) | $211,991 | Cash $82,000; Stock awards $129,991 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (time-vested) | Aug 13, 2024 | 4,937 | $129,991 | Vests over 3 years; restricted shares carry voting rights |
- Directors receive time-vesting restricted stock; there are no performance metrics tied to director equity grants. Equity plan prohibits repricing and liberal share recycling; dividends/dividend equivalents are not paid prior to vesting .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Assessment |
|---|---|---|
| Flowserve (NYSE: FLS) | Director | Industrial pumps/flow control; no disclosed related-party transactions with Monro; low conflict |
| Nikola | CFO | Nikola’s Chapter 11 filing (Feb 19, 2025) introduces external reputational/attention risk; no direct Monro-related party transactions disclosed |
| The Cleveland Orchestra; The City Mission | Board Member | Non-profit roles; no conflict noted |
Expertise & Qualifications
- Senior finance executive with multi-industry CFO experience (industrial, distribution, automotive retail). Competencies in accounting, finance, risk management, M&A, strategic development and execution .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Shares Acquirable within 60 Days | Percent of Class |
|---|---|---|---|
| Thomas B. Okray | 4,937 | 0 | <1% |
Stock Ownership Guidelines: Directors must hold common stock or equivalents valued at ≥3x the annual cash retainer ($75,000). As of March 29, 2025, all non-employee directors were in full compliance .
Governance Assessment
- Board effectiveness: Okray adds deep CFO and finance oversight experience; active on Executive Committee handling interim matters between Board meetings .
- Independence and engagement: Independent, regular executive sessions, and Board-wide attendance standards met; strong governance policies (anti-hedging/pledging, clawback, annual evaluations) bolster accountability .
- Compensation alignment: Director pay mix balances cash with multi-year, time-vested equity, supporting long-term alignment; annual director equity grant sized at $130,000 with three-year vesting .
- Ownership alignment: Beneficial ownership present; compliance with director ownership guidelines supports skin-in-the-game .
- Related-party/conflicts: No Okray-specific related-party transactions disclosed. Company-level related-party engagement with AlixPartners (CEO arrangement and consulting) is disclosed and was approved via oversight; not tied to Okray .
- RED FLAGS:
- External risk: Nikola’s Chapter 11 proceeding while Okray serves as CFO may heighten time/attention constraints and reputational risk. Overboarding policy is noted as “No” (i.e., not an issue Board-wide), but investors should monitor workload given concurrent executive/CFO duties and two outside nonprofit boards plus a Flowserve directorship .
- Say-on-pay context: Prior year say-on-pay support (approx. 99% in 2024) indicates shareholder confidence in compensation governance broadly; continue monitoring in future cycles .