SEC Form DEF 14A filed by Monro Inc.

Notice of 2026 Annual Meeting of

Shareholders and Proxy Statement

August 11, 2026

Fairport, NY 14450

Driving Profitable Customer Acquisition & Activation

Last July, we introduced a multi-channel digital marketing plan that we ramped to more than 950 of our stores over the course of fiscal 2026 through a disciplined, phased rollout to ensure appropriate returns. We have also increasingly activated our customer relationship marketing (CRM) outreach. Additionally, we have continued to optimize our centralized customer call center, which now supports all of our retail store locations. We use industry-standard and company-specific metrics to determine where we believe our marketing dollars have the most impact. Our objective is to not only continue driving new Guests to our store locations, but also to improve our ability to retain existing customers, especially those of highest value to Monro. These are repeat customers that visit us over a number of years, and they choose us because we provide both the tire and auto aftermarket services that meet their vehicle needs. We have also enhanced our ability to allocate the appropriate method of advertising, that is, digital, CRM and other media, as well as the specific content to meet specific market or customer needs. We are more knowledgeable today about how to adjust our ad spending as a result of all the information we have gathered since we first introduced digital marketing. Today, we have the capabilities to customize our marketing approach to a variety of regional needs.

Improving Our Store-Based Customer Experience & Selling Effectiveness

Our ConfiDrive digital courtesy inspection process is a tremendous tool that has become the cornerstone of our customer experience transformation. We’ve successfully expanded its usage to nearly every customer vehicle that enters our service bays, ensuring comprehensive vehicle assessments across our entire network. We have intensified our training efforts with technicians to guarantee both the completion and accuracy of these critical inspections. The ConfiDrive process enables our store managers to provide transparency about vehicle condition to our customers. Our goal is to help our Guests identify and prioritize what they need to do to keep their vehicles safe. Our ConfiDrive process is designed to build trust with our customers through a quality diagnostic supported with pictures to truly show areas that require attention. Safety, trust, and confidence on the road is what we want to deliver for our customers. This transparency isn’t just about building trust; it’s about fundamentally changing how customers perceive automotive service. When customers can understand exactly what we’re seeing through detailed visual documentation, it eliminates the skepticism that has historically plagued our industry.

In addition to ConfiDrive, we have developed a District Manager Toolkit that we have further enhanced recently. The District Manager Toolkit allows us to more precisely identify which levers to pull to generate incremental sales, improve gross margin, or adjust staffing levels. We believe this has allowed us to evolve our analysis from simply identifying sales trends to a more holistic view of how we would improve store contribution by enabling our district managers to

better coach each of their store teams. These tools, coupled with our efforts to steadily increase the quality and capabilities of our field leadership teams, will allow us to drive greater accountability with sales improvement and higher store contribution over time. For example, we have recently rolled out an enhanced District Manager Toolkit to approximately 150 stores. This enhancement focuses on gross margin opportunities at underperforming stores and enables us to adjust operating performance at the local level. We are encouraged by the profit improvement we’ve seen in many of our store locations. We expect this process to improve store profitability across the network as we roll this initiative out further.

Increasing Merchandising Productivity

We have nearly completed a re-set of our tire inventory across stores, shifting to a more focused assortment and guest-aligned offering that is resonating with customers, despite challenging market conditions. This wasn’t simply a cosmetic change. We fundamentally reimagined how we present tire options to customers, making the selection process more intuitive and aligned with customer needs and budgets. The new assortment has helped us navigate an ongoing shift to lower-cost tier 4 and opening price point tires, a trend that continues to pressure our overall industry.

We have also turned our focus to improving assortments and offerings across our parts categories applying a strategic category management framework to develop consumer-centric product and service offerings. This isn’t just about having products on shelves; it’s about ensuring we have the right products available when customers need them, backed up by strong in-stock and on-demand inventory availability.

A key driver of our assortment progress has been our intensified work with vendor partners. We strengthened strategic relationships with our core suppliers, while simultaneously working with our supplier base to improve availability to ensure our stores remain consistently stocked. We’re investing in new demand and inventory planning capabilities, which are enabling us to manage supply more precisely at the same time as we expand in-store and same-day availability. This balance requires sophisticated forecasting and rapid response capabilities that we’re still building out.

As it relates to potential pricing adjustments, we continue to work closely with suppliers to understand and manage costs in what has become an exceptionally dynamic environment. As in the past, we expect to deliver competitive prices for the services we offer also taking into account market conditions. We’re particularly focused on expanding our share in tires and oil, two of our key traffic driving categories. Pricing will continue to be a critical lever as we work to maintain the right balance between customer value and margin performance.

Closed Store Real Estate Dispositions

During the first quarter of fiscal 2026, we successfully completed the closing of 145 underperforming stores, which included repositioning our inventory. We have exited a total of 72 leases and sold 26 locations, which resulted in cumulative proceeds of approximately $25 million. This leaves us with a remaining balance of 47 stores that have the potential to be monetized during the next several quarters.

Progress in Advancing our Environmental, Social and Governance (ESG) Priorities

Over the past year, we made additional progress in the journey of advancing our ESG initiatives and recently published our sixth annual ESG report on the ESG section of our corporate website. Among our accomplishments, we continue to put our people first through continued investments in Teammate training and development, improved our people’s well-being through enhancements to work-life balance and our Teammate Assistance Fund, and made further strides in reducing our environmental impact. As our business grows, so does our commitment to further incorporating ESG practices into our strategy and operations, which is fundamental to our ability to create sustainable value for our stakeholders. We continue to make progress on our two ESG goals relating to employee safety and energy efficiency. These goals are tangible examples of how ESG factors are embedded in our everyday business decisions.

Looking Ahead

I’m pleased with the progress Monro has made in fiscal 2026, and I’m optimistic about the opportunities in front of us. In the coming fiscal year, we expect to continue to strengthen and capitalize on our national retail network and leverage our economies of scale, allowing us to better serve our Guests and provide meaningful careers for our Teammates. At the same time, we remain committed to maintaining a strong balance sheet, generating cash flow, and driving profitability to enhance long-term shareholder returns. We are grateful for the ongoing dedication of our Teammates and the trust of our stakeholders as we continue to strengthen our business.

On behalf of the Board of Directors and the Senior Leadership Team, I would like to thank you for your continued support of Monro. I look forward to speaking with you at our annual meeting on August 11, 2026.

Sincerely,

Peter D. Fitzsimmons

President and Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this proxy statement that are not historical facts may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “aim,” “believe,” “continue,” “design,” “expect,” “focus,” “goal,” “intend,” “may,” “objective,” “opportunity,” “plan,” “potential,” “should,” “strategy,” “will,” “would” and other similar words or phrases. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed.

These factors include, but are not necessarily limited to uncertainty related to the financial and operational impact of the operational improvement plan, the pendency or results of the review of strategic alternatives, product demand, advances in automotive technologies including adoption of electric vehicle technology, our dependence on third parties for certain inventory, dependence on and competition within the primary markets in which the Company’s stores are located, the effect of general business or economic and geopolitical conditions on the Company’s business, including consumer spending levels, inflation, and unemployment, seasonality, our ability to generate sufficient cash flows from operations and service our debt obligations and comply with the terms of our credit agreement, changes in the U.S. trade environment, including the impact of tariffs on products imported from China and other countries, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, the impact of weather trends and natural disasters, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to protection of customer and employee personal data, risks relating to litigation, risks relating to integration of acquired businesses and other factors set forth elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the Company’s annual report on Form 10-K for the fiscal year ended March 28, 2026. Except as required by law, the Company does not undertake and specifically disclaims any obligation to update any forward-looking statement to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Items of Business

The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1 and “FOR” Proposals No. 2 and 3.

How to Vote

Using the control number that appears on the Notice of Internet Availability (the “Notice”), you may vote your shares:

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting to be Held on August 11, 2026: We are following the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to shareholders over the Internet. Instead of a physical copy, you have received a Notice of Internet Availability of Proxy Materials, which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote, and how to request a printed copy of the proxy materials.

PROXY STATEMENT SUMMARY

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

Governance Highlights

We are committed to applying sound corporate governance principles. We believe these governance practices are in the best interests of our shareholders and strengthen accountability within our organization. Unless otherwise indicated, information below is presented as of March 28, 2026.

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Our commitment to sound corporate governance practices has been illustrated through a number of actions taken this past year, including:

On November 9, 2025, the Board approved a limited duration shareholder rights plan, which is designed to reduce the likelihood that any entity, person or group would gain control of Monro through the open market or other accumulation of our shares without appropriately compensating all shareholders for control. For more information, see “Corporate Governance Practices and Policies – Short-Term Shareholder Rights Plan.”

Director Nominees

You are being asked to vote to elect the following eight director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement.

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Board of Directors Overview

Our Board of Directors is currently composed of nine directors, eight of whom are independent. The charts below highlight the Board’s composition and experience as of March 28, 2026:

Gender Diversity

Executive Compensation Overview

Positive Results From Advisory Votes on Executive Compensation

98% of the votes cast on the say on pay advisory vote at the 2025 annual meeting were cast in favor of the Company’s executive compensation program. Monro’s say on pay votes have averaged over 97% support for the last 5 years. We believe these strong results indicate that our shareholders are generally supportive of our compensation program.

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TABLE OF CONTENTS

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GENERAL INFORMATION ABOUT THE MEETING AND VOTING

The Monro, Inc. Board of Directors (the “Board” or the “Board of Directors”) is using this Proxy Statement to solicit proxies from the holders of its common stock for use at the Monro, Inc. 2026 annual meeting of shareholders and any adjournment or postponement thereof (the “Annual Meeting” or the “meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”), which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote and how to request a printed copy of the proxy materials, are first being mailed to our shareholders on or about July 2, 2026. In this Proxy Statement, we may also refer to Monro, Inc. and its subsidiaries as “Monro,” the “Company,” “we,” “our” or “us.”

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our Board of Directors currently consists of nine directors. The directors are elected annually. If elected, our nominees will serve until the 2027 annual meeting of shareholders and until their respective successors have been duly elected and qualified. The Nominating and Corporate Responsibility Committee has assessed and recommended each nominee for election to our Board of Directors.

Set forth below for each nominee for election as a director is a brief statement about the nominee’s age, principal occupation and business experience, including any directorships with any other public companies, describing the specific individual qualities and skills of each nominee that contribute to the overall effectiveness of the Board of Directors and its committees. Each nominee has consented to being named as a nominee and to serve as a director if elected. Although we do not anticipate that any of the nominees named will be unable to serve if elected, the votes will be cast for a substitute nominee selected by the Board of Directors unless the number of directors to be elected has been reduced to the number of nominees willing and able to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE EIGHT NOMINEES:

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Nominee Information

Set forth below is a summary of the biographical information for each of the director nominees:

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The Board of Directors recommends that you vote “FOR” each of the director nominees listed above.

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Committees of the Board of Directors

Each of the following Board committees’ functions under a written charter adopted by the Board, copies of which are available on the Investor Information — Corporate Governance page of our website, currently https://corporate.monro.com/investors/governance/governance-documents/default.aspx, and to any shareholder who requests them. As a matter of routine corporate governance, each committee periodically reviews its charter and practices. In Fiscal 2026, each committee determined that its charter and practices were consistent with listing standards of Nasdaq.

The current members, responsibilities and the number of meetings held in Fiscal 2026 of each of these committees are shown below:

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Board of Directors’ Role in Risk Oversight

One of the most important functions of the Board is oversight of risks inherent in the operation of the Company’s business. Senior management is responsible for the day-to-day management of risks facing the Company. The Board implements its risk oversight function both as a whole and through delegation to Board committees. The Board is responsible for ensuring an appropriate culture of risk management exists within the Company, overseeing the Company’s aggregate risk profile and monitoring how the Company addresses specific risks. The Board receives regular reports from officers on particular risks to the Company, reviews the Company’s strategic plan, and regularly communicates with its committees. Each committee meets with key management personnel and representatives of outside advisors to oversee and manage these risks. For example, the Internal Audit Manager and the Chief Legal Officer meet with the Audit Committee to discuss financial, legal and regulatory risks. Management has designed reporting processes to provide visibility to the Board of Directors about identifying, assessing and managing critical risks to the Company and management’s risk mitigation strategies.

During Fiscal 2026, Company management, along with the Compensation Committee, considered whether any of the Company’s compensation policies and practices has the potential to create risks that are reasonably likely to have a material adverse effect on the Company. Management considered the risk profile of the Company’s business and the design and structure of its compensation policies and practices. The results of management’s review were reported to the Compensation Committee. For Fiscal 2026, management concluded, and the Compensation Committee agreed, that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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Certain Relationships and Related Party Transactions

Review and Approval of Related Person Transactions

We review all relationships and transactions in which we and any of our directors, executive officers or their immediate family members are participants to determine whether those persons have a direct or indirect material interest in the relevant transaction. Our finance and legal staff are primarily responsible for developing and implementing processes and controls to gather information about potential related party transactions from our directors and executive officers. This includes the utilization of a robust questionnaire process for all Board members and executive officers. Then, based on the facts and circumstances, that group determines whether the Company or a related person has a direct or indirect material interest in the transaction. If our finance and legal staff determine that the Company or a related person has a direct or indirect material interest in a transaction, then the Audit Committee, or other Board committee comprised solely of independent directors, must approve or ratify the transaction.

On March 28, 2025, the Company entered into a consulting agreement with AlixPartners, LLP (“AlixPartners”) pursuant to which AlixPartners would assess the Company’s operations to develop a plan to improve the Company’s financial performance (including subsequent addenda, the “Consulting Agreement”). Entry into the Consulting Agreement constituted a related party transaction during Fiscal 2026 because on March 28, 2025, the Board of Directors appointed Peter D. Fitzsimmons as the Company’s President and CEO pursuant to an engagement letter with AP Services, LLC (“APS”), an affiliate of AlixPartners. Mr. Fitzsimmons also served as a partner and managing director of AlixPartners until December 2025. Through March 28, 2026, the Company paid $20.2 million and $2.1 million for services provided by AlixPartners and APS, respectively, under the Consulting Agreement and the APS engagement letter. On December 2, 2025, Mr. Fitzsimmons resigned from AlixPartners and entered into an employment agreement with us to serve us directly as our President and CEO. On December 23, 2025, the Company and AlixPartners entered into a master service agreement pursuant to which AlixPartners would be able to serve promptly in consulting roles as needed at its standard engagement rates to support the development and implementation of the Company’s long-term growth strategy to improve the Company’s financial performance (the “MSA”). As of June 1, 2026, the Company has paid approximately $500,000 for AlixPartners’ services performed under the MSA. For more information, refer to Note 16 of the Company’s financial statements in the Form 10-K for Fiscal 2026 as filed with the SEC.

Nominating Process

The Nominating and Corporate Responsibility Committee is responsible for identifying, screening and recommending candidates for membership on the Board of Directors pursuant to the Company’s Corporate Governance Guidelines, as approved by the Board of Directors. The Committee’s goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the Board of Directors’ overall effectiveness in meeting its responsibilities. The selection of qualified directors is complex and crucial to our long-term success. Candidates for nomination to the Board of Directors are considered based upon various criteria, such as their broad-based business skills and experiences, a global business perspective, concern for the long-term interests of our shareholders, demonstrated commitment to the Company, and personal integrity and judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of Monro and the automotive service industry.

The Nominating and Corporate Responsibility Committee will consider recommendations from shareholders of potential candidates for the Board of Directors and will evaluate candidates recommended by shareholders in the same manner as it evaluates candidates recommended by Board members, senior officers or search firms. A shareholder wishing to recommend a potential candidate must submit the recommendation in writing, addressed to the Secretary, Monro, Inc., 295 Woodcliff Drive, Suite 202, Fairport, New York 14450, Attention: Nominating and Corporate Responsibility Committee, so that the Secretary receives the recommendation not less than 120 days and not more than 180 days prior to the next annual meeting of shareholders. Each recommendation must include the information required by the Certificate of Incorporation for shareholders submitting a nomination. In addition, in order to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice of such recommendation to our Corporate Secretary that sets forth the information required by Rule 14a-19 under the Exchange Act. You may obtain additional information and a copy of the Certificate of Incorporation by submitting a written request to the Secretary of the Company at the address above.

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Communications with Directors

Shareholders wishing to communicate with our non-management directors may send a letter to: Secretary, Monro, Inc., 295 Woodcliff Drive, Suite 202, Fairport, New York 14450, Attention: Non-Management Directors. All correspondence sent to that address will be delivered to the appropriate directors on a quarterly basis, unless the Secretary otherwise determines that it should be delivered more promptly. The Secretary will promptly direct any concerns relating to accounting, internal controls, auditing or officer conduct to the Chair of the Audit Committee. All correspondence to non-management directors will be acknowledged by the Secretary and may also be forwarded within Monro to a subject matter expert for investigation. Alternatively, communication with non-management directors may occur as outlined in the section entitled “Administration — Reporting Violations” in our Code of Ethics, which is publicly available on our website at https://corporate.monro.com/investors/governance/governance-documents/default.aspx

Director Compensation

The Company does not pay any director who is also an employee of Monro or its subsidiaries for his or her service as director.

During Fiscal 2026, non-employee directors received the following cash compensation:

In addition, we reimburse the reasonable travel expenses for directors to attend meetings, as applicable.

Each director received a grant of 8,306 shares of restricted stock on the date of the 2025 annual meeting of shareholders, determined by dividing $130,000 by $15.65, the closing price of a share of our common stock on that date.

Director Stock Ownership Guidelines

The Board of Directors adopted the Monro, Inc. Stock Ownership Guidelines to, among other things, further engage certain senior executives and the members of the Board in the long-term success of the Company. The Company’s stock guidelines for its non-employee directors are as follows:

As of March 28, 2026, all of the Company’s non-employee directors are in full compliance with the stock ownership guidelines.

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The following table summarizes the compensation that the Company’s non-employee directors earned for services as members of the Board of Directors and any committee of the Board of Directors during Fiscal 2026:

Director Compensation Table

Anti-Hedging and Pledging Policy

We prohibit our directors from engaging in transactions in our securities involving publicly traded options, short sales and hedging transactions because they may create the appearance of unlawful insider trading and, in certain circumstances, present a conflict of interest. In addition, our insider trading policy prohibits directors from pledging our securities as collateral for a loan or holding our securities in a margin account unless the margin feature is not utilized, or our securities are otherwise excluded from being pledged.

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OUR EXECUTIVE OFFICERS

The table and biographies below identify our current executive officers, the term they have served with us and their business experience:

Peter D. Fitzsimmons has served as our President and Chief Executive Officer since March 2025, initially pursuant to an agreement between the Company and APS, and since December 2025 pursuant to an employment agreement with us. Mr. Fitzsimmons also joined our Board of Directors in December 2025. Mr. Fitzsimmons brings over 30 years of senior executive and advisory experience, including with a number of companies in retail and auto services. Until December 2025, he was a Partner and Managing Director of AlixPartners, a global consulting firm, where he served in client-focused leadership roles advising companies and serving as an advisor, CEO and CFO to clients undertaking significant transformation, turnaround, and operational improvement efforts. Some of his notable industry experience included serving as CEO of a large automotive collision repair business, and as CFO of an auto parts distributor. He rejoined AlixPartners in 2020 after spending seven years with Tower Three Partners, an operationally-oriented private equity firm. Mr. Fitzsimmons first joined AlixPartners in 1995.

Brian J. D’Ambrosia was promoted to Executive Vice President — Finance, Chief Financial Officer and Treasurer in April 2018. Before that, since January 2017, Mr. D’Ambrosia served as Senior Vice President — Finance, Chief Financial Officer and Treasurer, and was appointed Assistant Secretary in May 2017. Mr. D’Ambrosia was Vice President — Finance from May 2016 to December 2016. From January 2013 to May 2016, Mr. D’Ambrosia was Vice President — Controller and was named Chief Accounting Officer in December 2015. From August 2010 to January 2013, Mr. D’Ambrosia, a certified public accountant, was Regional Controller — Americas Process Solutions Group at Robbins & Myers, Inc., a publicly held manufacturer of engineered equipment and systems in the global energy and industrial markets. From August 2005 to July 2010, Mr. D’Ambrosia held various accounting and finance positions with Birds Eye Foods, Inc., including Controller-Accounting, Reporting and Planning and Controller-Operations Accounting. From September 2003 to August 2005, Mr. D’Ambrosia was Chief Financial Officer at Rochester Sports Group, a company in the sports entertainment industry. Mr. D’Ambrosia was previously an Audit Manager with Deloitte & Touche, LLP, in Rochester, New York, and was affiliated with that firm from 1997 to 2003.

Maureen E. Mulholland was promoted to Executive Vice President — Chief Legal Officer and Secretary in August 2020, having previously served as Senior Vice President — General Counsel and Secretary since August 2017. Ms. Mulholland joined the Company as General Counsel in October 2003 and was appointed Vice President in May 2012. Prior to joining the Company, Ms. Mulholland worked as an associate attorney at the Rochester, NY-based law firms of Underberg & Kessler LLP and Harris Beach, PLLC. She graduated from the University of Notre Dame Law School.

Nicholas Hawryschuk was promoted to Senior Vice President — Operations in February 2025. Mr. Hawryschuk leads all aspects of the Company’s retail and commercial operations. Mr. Hawryschuk joined Monro as Vice President — Finance in August 2020 and was promoted to Vice President — Finance and Operations Support in July 2022. His role was expanded when he was appointed Vice President — Finance and Operations in March 2024, overseeing the Finance and Loss Prevention organizations and leading the Company’s Operations Support Team. He also extended his scope to lead and grow Monro’s Fleet and Strategic Accounts business and the Company’s Global Call Center. Prior to serving with the Company, Mr. Hawryschuk was the Senior Director of Global Business Service Finance and Controller of Global Finance Shared Services at Xylem, Inc., a global manufacturer of water technology.

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Cindy L. Donovan was promoted to Senior Vice President — Chief Information Officer in November 2022. Ms. Donovan joined the Company in September 2019 as the Director of Project Management and Data Architecture, and she was promoted to Vice President — Information Technology in January 2020. Later, she was promoted to Senior Vice President — Information Technology in December 2020. Before joining the Company, Ms. Donovan was Vice President, Chief Information Officer at IEC Electronics Corp. from December 2016 to August 2019 and Senior IT Manager, Data Services for Paychex, Inc. from December 2014 to December 2016. Earlier in her career, she held leadership positions at Carestream Health from 2007 to 2014, including Director of IT Strategic Planning, PMO, and Governance, after holding several IT management, compliance and ERP application development positions at Eastman Kodak Company until 2006.

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PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are asking our shareholders to vote on an advisory resolution to approve the compensation paid to our executive officers for Fiscal 2026 (“Say on Pay”). Our Fiscal 2026 compensation program reflects our pay-for-performance philosophy. We continue to tie a significant portion of our Named Executive Officer compensation to both short and long-term Company-performance objectives. We also believe that our compensation programs are designed to align the interests of our executive officers with those of our shareholders.

We urge shareholders to read the “Compensation Discussion and Analysis,” below, which details how our executive compensation programs and policies are designed to achieve our compensation objectives, as well as the 2026 Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our Named Executive Officers.

2026 Advisory Vote on Executive Compensation

The Compensation Committee, along with the Board, believe that the policies, procedures and amounts of compensation discussed here, and described further in this Proxy Statement, are effective in achieving the desired goals of aligning our executive compensation structure with the interests of our shareholders. To indicate approval of our executive compensation, a majority of the votes cast must vote in favor of the proposal.

This Say on Pay vote is advisory and therefore is not binding on the Company, the Compensation Committee or our Board. However, our Board values the opinions of our shareholders and, to the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether actions are necessary to address these concerns.

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking shareholders to approve the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on a non-binding basis.”

We currently hold this vote on an annual basis. The next vote is expected to be held at the 2027 annual meeting of shareholders (the “2027 Annual Meeting”).

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis (the “CD&A”) describes our executive compensation programs and explains how the Compensation Committee of the Board of Directors (the “Committee”) made its compensation decisions for our named executive officers for Fiscal 2026. In addition to the compensation of the Named Executive Officers, as a matter of practice the Committee reviews the compensation and performance of all Senior Vice President and Vice President-level employees.

Below is the list of our named executive officers (our “Named Executive Officers” or “NEOs”) for Fiscal 2026:

The following discussion and analysis should be read in conjunction with the tabular disclosures regarding the compensation of our Named Executive Officers in Fiscal 2026 and the report of the Committee, which immediately follow below.

Executive Summary

Compensation Philosophy and Objectives

Our executive compensation program is overseen and administered by the Committee, which is comprised entirely of independent directors as determined in accordance with Nasdaq rules. The Committee operates under a written charter adopted by the Committee and ratified by the Board of Directors. A copy of the charter is publicly available on our website at https://corporate.monro.com/investors/governance/governance-documents/default.aspx.

Our compensation program is intended to meet three principal objectives: (1) attract, reward and retain officers and other key employees; (2) motivate these individuals to achieve short-term and long-term corporate goals and enhance shareholder value; and (3) support our core values and culture by promoting internal equity and external competitiveness. To meet these objectives, the Committee has adopted the following overriding policies:

The above policies guide the Committee in determining the proper allocation between short-term and long-term compensation. Other considerations include our financial performance, business objectives, internal equity, affordability, market practices, and regulatory requirements.

Our compensation program rewards our Named Executive Officers for achieving established performance goals that contribute to the Company’s success and the creation of shareholder value. The program is designed to incentivize and reward both annual and long-term performance. Short-term compensation is provided through base salary and annual incentive. Long-term compensation is provided through a mix of performance-vesting restricted stock units (“PSUs”) and time-vesting restricted stock units (“RSUs”). The value of each element is based on a number of factors predicated on the Company’s financial performance. In addition, our Named Executive Officers receive other benefits, which are available to all other salaried employees of the Company.

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Shareholder Engagement

We believe that it is important for us to communicate with shareholders regularly regarding areas of interest or concern. Engagement with our shareholders allows us to solicit input and respond to questions about Company matters, including our executive compensation program. At our 2025 annual meeting of the shareholders, approximately 98% of the votes cast were in favor of the advisory vote to approve executive compensation. The Committee considered these results when making executive compensation decisions described in this CD&A. We believe our current compensation program ensures alignment with shareholders and a focus on pay for performance. We will continue to engage with our shareholders and evaluate their feedback for potential changes in the future.

CEO Appointment

On March 28, 2025, the Board appointed Mr. Fitzsimmons as our President and CEO pursuant to an engagement letter with APS, an affiliate of AlixPartners, to lead our transformation following a period of underperformance. From March 28, 2025 through December 1, 2025, Mr. Fitzsimmons served as our President and CEO while remaining an employee of AlixPartners, and therefore was compensated by APS. On December 1, 2025, the engagement with APS was terminated, and on December 2, 2025, we entered into an employment agreement with Mr. Fitzsimmons to directly employ him as our President and CEO for an initial two-year term ending December 31, 2027, which will automatically renew for successive one-year terms unless either party provides written notice under the agreement.

The Board’s decision to employ Mr. Fitzsimmons directly reflected its focus on retaining a highly experienced executive to continue transforming the business, position the Company for long-term success, and create significant value for our shareholders. In approving the terms of Mr. Fitzsimmons’ employment agreement, the Compensation Committee considered his experience, peer group and market practice for highly skilled CEOs, compensation forfeited by Mr. Fitzsimmons in connection with him leaving his employment with AlixPartners, and the risk of a potential transaction occurring shortly after he became directly employed by us. The Compensation Committee determined that approximately 75% of Mr. Fitzsimmons’ total compensation would be performance-based by tying it to financial and stock price performance. The Compensation Committee also committed to not providing any additional equity to Mr. Fitzsimmons during the initial two-year employment term, in light of the front-loaded equity awards granted to cover the initial two-year

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period. To address the risk of a potential transaction to the equity awards granted to Mr. Fitzsimmons as a replacement for the compensation he forfeited in connection with the end of his employment with AlixPartners, the Compensation Committee determined that it would be appropriate for these awards (and only these awards) to include accelerated vesting in the event of a change in control of the Company. Mr. Fitzsimmons’ other equity awards, as well as all equity awards of other executives, do not include acceleration of vesting in the event of a change in control. Additional details regarding Mr. Fitzsimmons’ employment agreement are provided under “Other Matters” and “Payments Made Upon a Change in Control” below.

CEO SCT Pay vs. Realized Pay

The Summary Compensation Table discloses the annual total compensation for our NEOs in accordance with SEC regulations. These regulations require that stock awards be reported for the year in which granted and at their grant date fair value as determined under FASB ASC 718. While grant date values can be helpful to assess target pay, they do not reflect the actual value ultimately realized by the NEOs based on our future performance. Similarly, the SEC requires that certain items be included in the “All Other Compensation” column of the Summary Compensation Table that are not equivalent to the cash compensation received by Mr. Fitzsimmons. The disclosure below presenting realized value provides what we believe is a more practical view of the value realized by Mr. Fitzsimmons in the current year. Mr. Fitzsimmons’ Fiscal 2026 compensation reflects a leadership transition from an external advisory role to his direct employment by the Company as our CEO. Certain reported compensation elements – such as the APS service fee and make-whole equity award – were one-time or nonrecurring in nature and do not represent ongoing compensation. As of fiscal year-end, the CEO realized approximately 39% of the compensation reported in the Summary Compensation Table, reflecting the performance-based design of our compensation program. Our presentation of realized value for Mr. Fitzsimmons is not required by SEC regulations and may not be comparable to similar disclosure provided by other public companies.

The chart below compares the Summary Compensation Table data and the realized compensation data for Mr. Fitzsimmons based on our stock price as of the end of Fiscal 2026, or $15.47. Based on our Fiscal 2026 performance, Mr. Fitzsimmons’ realized compensation as of the end of Fiscal 2026 is approximately 39% of the Summary Compensation Table amount because (i) approximately 85% of his first year compensation is performance-based or tied to stock price performance that was not achieved, and (ii) the exclusion of the third-party service fee paid to APS (and not directly to Mr. Fitzsimmons) for Mr. Fitzsimmons’ service prior to his direct employment with us in December 2025. The PSU awards are subject to a rigorous performance structure, with no payout below a minimum stock price threshold and meaningful upside only upon sustained stock price appreciation at the end of the two-year performance period. Additionally, to further incentivize Mr. Fitzsimmons and ensure alignment with our shareholders, his initial term equity grant covers the entirety of the initial two-year term under his employment agreement. We believe the significant difference between reported compensation and realized pay demonstrates the strong alignment of our CEO’s compensation with shareholder outcomes, as the majority of his compensation is performance-based and dependent on stock price appreciation.

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Oversight of the Executive Compensation Program

The Committee administers our executive compensation program on behalf of the Board and our shareholders.

In determining the appropriate compensation package for our executives, the Committee reviews, on an annual basis, each executive’s past and present compensation, including equity and non-equity-based compensation. In addition, our CEO annually reviews the performance of each of the executives (other than himself, whose performance is reviewed annually by the Committee). The conclusions reached and recommendations made based on these reviews for base salary levels, annual bonus and long-term incentive amounts are presented to the Committee in May each year. The Committee relies to a large extent on our CEO’s evaluations of each executive’s performance. However, it is the Committee which makes all final compensation decisions regarding our executives.

The Committee aims to have a substantial portion of each executive’s compensation be incentive-based, with the most senior executives having the highest proportion. For these executives, the emphasis is further weighted toward long-term incentives to align with sustained performance and shareholder value creation.

Role of the Compensation Consultant

As outlined in its charter, the Committee has the authority to retain consultants and advisers, at the Company’s expense, to assist in the discharge of the Committee’s duties. The Committee has retained the services of Exequity, LLP (“Exequity”) as its independent compensation consultant. Exequity has not provided any other services to the Company prior to or subsequent to being retained as the compensation consultant to the Committee. The Committee was solely responsible for the decision to retain Exequity as its consultant. Exequity advises the Committee on matters of Named Executive Officer compensation, assists with analysis and research, and provides updates on evolving best practices in compensation. While Exequity may express an opinion on compensation matters, the Committee is solely responsible for setting the type and amount of compensation for our Named Executive Officers. Exequity reports directly to the Committee and has direct access to the Committee through the Committee’s Chair. The Committee requires that any compensation consultant it retains cannot be utilized by management for other purposes. Although management may work closely with the consultant, the consultant is ultimately accountable to the Committee on matters related to executive compensation.

The Committee recognizes that it is essential to receive objective advice from its compensation consultant. The Committee examines the procedures and safeguards that Exequity takes to ensure that the compensation consulting services are objective. The Committee has assessed the independence of Exequity pursuant to Nasdaq rules and its charter and concluded that Exequity’s work for the Committee does not raise any conflict of interest. In making this assessment, the factors taken into consideration included:

Benchmarking

In addition to many other factors that affect compensation determinations, the Committee considers the compensation practices of a peer group, where available, in evaluating the compensation program, in addition to general industry survey data. The Committee reviews the peer group annually, with support from Exequity, to ensure the peer group remains relevant and comparable to the Company in terms of industry and size. The peer group was reviewed in our fiscal year ended March 29, 2025 (“Fiscal 2025”) in advance of the executive benchmarking review, with no changes

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recommended. The peer group serves as the primary comparison group for the executive benchmarking analysis, with survey data serving as a secondary comparison. The peer group includes companies within the automotive aftermarket and specialty retail industry with revenues comparable to that of the Company. The peer group was used to inform Named Executive Officer compensation for Fiscal 2026, and included the following companies:

In Fiscal 2026, following an extensive review of the peer group, the peer group was refreshed with five companies removed and seven new companies added. The revised peer group includes 18 companies reflective of our size (revenue and market cap), operating profile, and industry characteristics. The following seven companies were added to the peer group: Citi Trends, Inc., Cooper-Standard Holdings Inc., Fox Factory Holding Corp., Haverty Furniture Companies, Inc., Holley, Inc., Motorcar Parts of American, Inc., and Zumiez Inc. Separately, five companies were removed, including Big 5 Sporting Goods Corporation, CarParts.com, Inc., Lazydays Holdings, Inc., Leslie’s Inc., and Vroom, Inc. The revised peer group will be utilized to inform Named Executive Officer compensation for our fiscal year ending March 27, 2027 (“Fiscal 2027”).

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Elements of Compensation for Fiscal 2026

Monro’s executive compensation program and philosophy, set forth by the Compensation Committee, is designed to:

The objectives and key characteristics of our Fiscal 2026 executive compensation program are summarized below:

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Base Salary

We provide our Named Executive Officers with a base salary to compensate them for services rendered during the fiscal year. The amount of base salary is meant to reflect the primary responsibilities of his or her position and is set at a level that the Committee believes will enable us to attract and retain talent. The Committee considers a number of criteria in establishing and adjusting the base salary of a particular executive officer, including, among other things, recent hiring experience, individual performance, internal pay alignment and equity, responsibilities of the position, individual experience and methods to achieve results, as well as market data.

Salaries for executive officers are reviewed annually or when there is a change in position or responsibilities, such as a promotion. Annual salary planning begins with a percentage guideline for increases, based upon our annual budget, which is adjusted upward or downward for individual performance based on recommendations from our CEO. The guidelines are set after considering competitive market factors as previously described, affordability and current salary levels, as appropriate.

The Committee determined to increase base salaries of our Named Executive Officers for Fiscal 2026 by approximately 2-3% (other than Mr. Fitzsimmons) resulting in the following base salaries:

Mr. Fitzsimmons’ base salary was negotiated as part of his employment agreement.

Pursuant to the APS engagement letter, APS compensated Mr. Fitzsimmons for his service as our President and CEO from March 28, 2025 to December 1, 2025, and he was not eligible to receive a base salary from us for this time period.

Annual Incentive

Each year, the Committee establishes performance measures and targets for annual incentives in the form of performance-based cash bonuses to compensate executive officers, as well as other management employees. Our Named Executive Officers receive their annual incentive pursuant to our executive incentive plan.

For Fiscal 2026, management recommended and the Committee approved maintaining the performance measures and weightings consistent with last year. As such, Fiscal 2026 performance measures and weighting were:

The performance measures of adjusted operating income, a non-GAAP measure, and comparable store sales support the Company’s objectives related to sales growth, margin expansion and cost reduction.

With respect to adjusted operating income, performance achievement is measured by including the add back of the following: (1) restructuring costs related to AlixPartner’s engagement; (2) costs related to closing store activities; and (3) any other items included in the calculation of the Company’s adjusted earnings. See Exhibit A of this proxy statement for definitions of our non-GAAP measures and reconciliations to the most directly comparable GAAP measure.

We define comparable store sales as sales for locations that have been opened or owned at least one full fiscal year. We believe this period is generally required for new store sales levels to begin to normalize. We use comparable store sales to assess the operating performance of our stores and believe the metric is useful to investors because our overall results are dependent upon the results of our stores. Comparable sales measures vary across the retail industry. Therefore, our comparable store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

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The targets for operating income and comparable store sales were set based on the budget approved by the Board for Fiscal 2026. The Fiscal 2026 incentive opportunities for executives ranged from 0% if performance was below threshold to 200% of target if maximum performance was achieved. The following table provides the target annual incentive opportunities for our Named Executive Officers under the executive incentive plan for Fiscal 2026:

All awards made under the executive incentive plan are subject to the Committee’s approval of performance achievement and the applicable incentive award percentages to be paid to each NEO. The Committee will also evaluate any extraordinary or unusual items and their inclusion in determining the level of achievement of performance.

The table below provides the Fiscal 2026 goals and performance achievements:

Based on this performance, the annual incentives earned by our Named Executive Officers for Fiscal 2026 were:

Pursuant to the APS engagement letter (discussed under “Other Matters – Fitzsimmons Agreements,” below), Mr. Fitzsimmons served as our President and CEO from March 28, 2025 to December 1, 2025 through APS, and as such, was not eligible to receive an annual incentive from us for that time period. However, upon Mr. Fitzsimmons entering into an employment agreement with the Company as of December 2, 2025, he became eligible to receive an annual incentive based on the Company’s performance for the period covering December 2, 2025 to March 28, 2026. See “Other Matters – Fitzsimmons Agreements” below.

Under his employment agreement, Mr. Fitzsimmons also received a sign-on cash bonus of $200,000.

Long-Term Incentive Compensation

In Fiscal 2026 the Committee revised the long-term incentive plan for our Named Executive Officers (excluding Mr. Fitzsimmons) by eliminating stock options and delivering awards solely in the form of PSUs and RSUs. The Committee determined that stock options were more dilutive, required greater share usage and were not reflective of

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the practices of our peer group. As a result, the Committee increased the weighting of PSUs to 60% to further emphasize performance-based compensation, with the remaining 40% delivered in RSUs to promote retention and shareholder alignment.

PSUs were equally weighted between two performance measures:

The Committee determined that the use of both rTSR and Adjusted EBITDA, a non-GAAP measure, provided a balanced approach by incorporating both external and internal measures of performance. rTSR reinforces alignment with shareholders by focusing on stock price performance relative to industry peers over a three-year performance period. Adjusted EBITDA supports the Company’s focus on profitability and is a metric widely used by management and investors. See Exhibit A of this proxy statement for definitions of our non-GAAP measures and reconciliations to the most directly comparable GAAP measures. The one-year performance period ensures that goals are reasonable, achievable, and reflective of the current operating environment, while the additional two-year vesting period further aligns executives’ interests with those of our shareholders by ensuring that the PSUs earned remain subject to continued changes in our stock price.

The table below details the Fiscal 2026 PSU performance goals and associated potential payouts:

Fiscal 2026 PSUs

The payout for actual performance between Threshold and Target, or between Target and Maximum, is determined by linear interpolation.

Based on our Adjusted EBITDA performance for Fiscal 2026 of $97,752, the Committee determined that 76% of target was achieved, with the earned PSUs subject to an additional two-year vesting period.

The Committee considered the following factors in evaluating the long-term incentive compensation grants for our Named Executive Officers for Fiscal 2026: recommendation by our CEO (other than for himself), Company and individual performance, responsibility, peer group and survey benchmarking, prior equity compensation awards, the value of the awards as a percentage of the recipient’s total compensation and the expense associated with the awards. Long-term incentive grants for our Named Executive Officers (other than our CEO) for Fiscal 2026 were consistent with the prior fiscal year to maintain the proportion of performance-based compensation.

Pursuant to the APS engagement letter (discussed under “Other Matters – Fitzsimmons Agreements” below), APS provided Mr. Fitzsimmons to serve as our President and CEO from March 28, 2025 to December 1, 2025, and he was not eligible to receive long-term incentive compensation from us during this time period.

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Other Matters

The Company’s employment agreements and letter agreements with its executives are reviewed and approved by the Committee. The Committee believes that these agreements are an important part of our overall executive compensation program and serve as a recruitment and retention device.

The employment agreement for a Named Executive Officer, if any, generally addresses roles and responsibilities; rights to compensation and benefits during active employment; resignation by the employee with or without “Good Reason”, as defined in the agreement; termination in the event of death, disability or retirement; and termination for and without “Cause”, as defined in the agreement. Further, the agreements stipulate that the executive may not compete with us or solicit our employees for prescribed periods following termination of employment and may not disclose confidential information of the Company.

The employment agreements also contain termination and related pay provisions in the event of a “change in control.” In each case, for the change in control provision to apply, there must be both (1) a “change in control,” as well as (2) a termination by us without Cause or a resignation by the executive for Good Reason. A “change in control” is generally deemed to occur (i) when a person or group who was not an affiliate as of the date we entered into the agreement (a “Non-Affiliate”) acquires beneficial ownership of 50% or more of our common stock; (ii) upon our sale substantially as an entity to a Non-Affiliate; or (iii) when there occurs a merger, consolidation or other reorganization of the Company with a Non-Affiliate, in which our shareholders immediately preceding the merger hold less than 50% (disregarding any voting and consent rights of any outstanding series of preferred stock) of the combined voting power for the election of directors of the Company immediately following the merger. Consistent with our policy, none of the employment agreements include any excise tax gross-up provision.

Fitzsimmons Agreements

We previously entered into an engagement letter with APS on March 28, 2025, pursuant to which APS provided Mr. Fitzsimmons to serve as our President and CEO and we paid APS a monthly fee of $250,000 for Mr. Fitzsimmons’ services and his reasonable out-of-pocket expenses. Under the APS engagement letter, Mr. Fitzsimmons and APS representatives were prohibited from disclosing confidential information of the Company for three years after the end of the engagement. The engagement was terminated by us on December 1, 2025.

As of December 2, 2025, the Company entered into an employment agreement with Mr. Fitzsimmons to directly employ him as our President and CEO with an initial two-year term, ending December 31, 2027, and will automatically renew for one-year terms unless either the Company or Mr. Fitzsimmons gives written notice under the Agreement. Under the Employment Agreement, Mr. Fitzsimmons:

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If the Employment Agreement is renewed after its initial term, for the fiscal year ending in March 2029 and any subsequent fiscal year, Mr. Fitzsimmons will be eligible to receive annual equity incentive awards under the 2007 Stock Incentive Plan with a target value of at least $1,500,000, in a combination of awards on a basis comparable to the awards made to other senior executives of the Company.

In addition, Mr. Fitzsimmons is entitled to certain payments upon his death, disability, or termination without Cause (as defined therein), a nonrenewal of the Employment Agreement by the Company, his resignation for Good Reason (as defined therein) or his termination in the event of a Change in Control of the Company (as defined therein), all as described under “Potential Payments Upon Termination or Change in Control” below.

D’Ambrosia Agreement

In October 2023, we entered into an amended and restated employment agreement (the “D’Ambrosia Agreement”) with Mr. D’Ambrosia, with a term extending through December 31, 2026. The D’Ambrosia Agreement automatically renews for successive one-year terms, unless either party gives notice of its intention not to renew. During the term of the D’Ambrosia Agreement, Mr. D’Ambrosia serves as our Executive Vice President – Finance and Chief Financial Officer.

Under the D’Ambrosia Agreement, Mr. D’Ambrosia (i) is paid a base salary of at least $450,000; (ii) is eligible to earn an annual bonus for each fiscal year, pursuant to the terms of our bonus plan, at least of 30% of his base salary for achievement of Company threshold performance levels, 60% of his base salary for achievement of Company target performance levels, and 90% of his base salary for the achievement of Company maximum performance levels or more, subject to the Committee’s discretion to change these targets; and (iii) participates in our other incentive and welfare and benefit plans made available to executives.

In addition, under the D’Ambrosia Agreement, Mr. D’Ambrosia is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. D’Ambrosia for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the D’Ambrosia Agreement and described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement.

The provisions described above and other material provisions of our agreement with APS and our employment agreements with Messrs. Fitzsimmons and D’Ambrosia are discussed in the 2026 Summary Compensation Table, the Grants of Plan-Based Awards Table, and in the Potential Payments Upon Termination or Change in Control sections of this Proxy Statement.

Other Agreements

At this time, the Committee has determined that it is not necessary to enter into employment agreements with any other executive positions. Further Mses. Mulholland and Donovan and Mr. Hawryschuk are entitled to one year’s base salary upon an involuntary termination without cause or a resignation for good reason (which is increased to two years’ base salary if the involuntary termination without cause or resignation for good reason is within two years following a change in control of the Company), as well as a pro rata bonus for the year of termination and accelerated vesting of outstanding stock options and time-vesting equity awards.

Impact of Accounting and Tax Treatment of Compensation

The accounting and tax treatment of compensation generally has not been a significant factor in determining the amounts of compensation for our executive officers. However, the Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to us with the benefit/value to the executive.

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EXECUTIVE COMPENSATION TABLES

2026 Summary Compensation Table

The table below sets forth the compensation paid to or earned by our Named Executive Officers for our three most recently completed fiscal years, which ended March 28, 2026, March 29, 2025, and March 30, 2024, or if less, the fiscal years in which the individual served as a Named Executive Officer.