Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 12, 2021, the Board of Directors ("Board") of Monro, Inc. (the
"Company") appointed Michael T. Broderick to serve as the President and Chief
Executive Officer of the Company effective as of April 5, 2021. In connection
with this appointment, Robert E. Mellor will resign from his position as interim
President and Chief Executive Officer of the Company as of April 5, 2021, but
will continue to serve as a director and Chairman of the Board .
In connection with his appointment, on March 12, 2021, the Company and
Mr. Broderick entered into an employment agreement (the "Agreement") effective
as of April 5, 2021. The Agreement will be in effect until December 31, 2023
(the "Initial Termination Date") and will automatically renew for one-year terms
unless either the Company or Mr. Broderick gives written notice under the
Agreement.
Under the Agreement, Mr. Broderick (i) will be paid an annual base salary of
$700,000; (ii) will be eligible to earn a bonus, pursuant to the terms of the
Company's bonus plan, of up to 150% of his base salary, upon the achievement of
certain corporate objectives during each fiscal year determined by the
Compensation Committee of the Board; (iii) will be eligible to receive annual
equity incentive awards with a target value of $400,000 in a combination of
awards on a basis comparable with other senior executives as determined by the
Compensation Committee of the Board; and (iv) will participate in the Company's
other incentive and welfare and benefit plans made available to executives.
Under the Agreement, for fiscal year 2022, Mr. Broderick's annual bonus will be
no less than $560,000. Mr. Broderick's base salary will be reviewed annually by
the Compensation Committee of the Board and may be increased to reflect his
performance and responsibilities.
In consideration of Mr. Broderick's execution of the Agreement, the Company will
grant Mr. Broderick 40,000 restricted stock units ("RSUs") on April 5, 2021
pursuant to the Company's 2007 Stock Incentive Plan. The RSUs will vest in four
equal increments upon the following dates or events: (a) April 5, 2022; (b)
April 5, 2023; (c) the date that the average closing price of the Company's
common stock equals or exceeds $75 for 30 consecutive trading days, provided
this event occurs before the Initial Termination Date; and (d) the date that the
average closing price of the Company's common stock equals or exceeds $85 for 30
consecutive trading days, provided this event occurs before the Initial
Termination Date.
In addition, Mr. Broderick is entitled to certain payments upon death,
disability, a termination without Cause (as defined in the Agreement), a
resignation by Mr. Broderick for Good Reason (as defined in the Agreement), a
determination by the Company not to extend the term of the Agreement in
accordance with its terms, or a termination in the event of a Change in Control
(as defined in the Agreement) of the Company, all as set forth in detail in the
Agreement. Pursuant to the Agreement, Mr. Broderick may neither compete with the
Company nor solicit Company employees for one year following his termination of
employment.
Prior to joining the Company, Mr. Broderick , age 52, served as the Executive
Vice President, Merchandising and Store Operations Support for Advance Auto
Parts, Inc. from February 2018 to March 2021, following his service as Senior
Vice President, Merchandising from March 2017 to February 2018, and Senior Vice
President, Professional Sales from January to March 2017. From 2014 to 2016,
Mr. Broderick was the Senior Vice President, Automotive with Canadian Tire
Corporation, Limited, a family of businesses that includes a retail segment, a
financial services division and CT REIT. Prior to joining Canadian Tire,
Mr. Broderick was the Chief Executive Officer of the Vehicle Component Solutions
Segment at Federal Mogul Corporation from 2012 to 2013. Previously, he served as
President-Carquest US of General Parts, Inc. from 2009 to 2012 and Senior Vice
President, Sales for the company from 2008 to 2009. Mr. Broderick began his
career with AutoZone, Inc., where he served in multiple field and operations
roles including serving as Vice President for the company's Northeast Division
from 1999 to 2008.
--------------------------------------------------------------------------------
There are no family relationships between Mr. Broderick and any director or
executive officer of the Company, and he does not have any direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 8.01 Other Events.
On March 15, 2021, the Company issued a press release announcing the appointment
of Mr. Broderick as President and Chief Executive Officer. A copy of the press
release is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Report:
Exhibit
Number Description
99.1 Press Release, dated March 15, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
MONRO, INC. 
