Form 4: Monro, Inc. Senior VP-CIO Granted Over 6,000 Restricted Stock Units

Cindy L. Donovan, Senior Vice President and Chief Information Officer of Monro, Inc., was granted 6,160 restricted stock units as part of her compensation, aligning her interests with shareholder value.

Summary

• Cindy L. Donovan, the Senior Vice President and Chief Information Officer of Monro, Inc. (MNRO), acquired 6,160 Restricted Stock Units (RSUs) on June 13, 2025.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged stock acquisition plan.
• These RSUs were granted at a price of $0.00, as is typical for stock unit grants, and represent a contingent right to receive one share of common stock per unit.
• Following this acquisition, Ms. Donovan directly beneficially owns a total of 20,126 Restricted Stock Units.
• The RSUs are granted under the Company's Amended and Restated 2007 Stock Incentive Plan.
• The vesting schedule for these RSUs is one-quarter on each of the four anniversaries of the grant date, starting from June 13, 2025.

Sentiment

Score: 7

Explanation: The grant of Restricted Stock Units to a senior executive is generally a positive event, as it aligns management's interests with shareholders and serves as a retention tool. It does not indicate any negative operational or financial performance.

Positives

• The grant of Restricted Stock Units to a senior executive like the Sr. VP CIO aligns management's long-term interests with those of the shareholders, as the value of the units is tied to the company's stock performance.
• The use of a Rule 10b5-1(c) plan indicates a pre-planned and transparent approach to executive compensation and stock transactions.

Risks

• The value of the granted Restricted Stock Units is subject to the future performance of Monro, Inc.'s stock, meaning the actual realized value for the executive could be lower if the stock price declines.
• Dilution risk for existing shareholders, although minor for this specific grant, is inherent in stock-based compensation plans as new shares may be issued upon vesting.

Future Outlook

The future outlook for the granted Restricted Stock Units is tied to the company's stock performance over the next four years, with vesting scheduled annually from June 13, 2026, through June 13, 2029.

Management Comments

• The restricted stock units represent a contingent right to receive one share of common stock and are granted under the Company's Amended and Restated 2007 Stock Incentive Plan.
• These units will vest one-quarter on each of the four anniversaries of the grant date.

Industry Context

The grant of Restricted Stock Units (RSUs) is a common form of equity-based compensation for senior executives across various industries, including the automotive service and tire industry where Monro, Inc. operates. This practice is widely adopted to incentivize long-term performance and retain key talent by linking executive compensation directly to shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a standard practice across publicly traded companies, including those in the automotive aftermarket and tire retail sectors.
• The vesting schedule of one-quarter annually over four years is a typical structure for RSU grants, designed to encourage long-term retention and performance.
• Companies like Goodyear Tire & Rubber Company (GT) and Discount Tire (private, but a major competitor) also utilize various forms of equity compensation to align executive interests, though specific grant sizes and vesting terms vary based on company size, executive role, and compensation philosophy.

Stakeholder Impact

• Shareholders: The RSU grant aims to align the interests of the Sr. VP CIO with shareholders, potentially leading to decisions that enhance long-term stock value.
• Employees: This grant is part of the executive compensation structure, which can influence overall compensation philosophy and morale within the company.
• Management: The grant provides a long-term incentive for the Sr. VP CIO, encouraging retention and focus on strategic objectives.

Next Steps

• The Restricted Stock Units will vest in four equal annual installments, with the first vesting occurring on June 13, 2026, and subsequent vestings on the same date in 2027, 2028, and 2029.

Key Dates

Keywords

Monro Inc., MNRO, Restricted Stock Units, RSU, Executive Compensation, SEC Form 4, Insider Transaction, Stock Incentive Plan, Corporate Governance, Rule 10b5-1