Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 29, 2018, the Board of Directors of Monro, Inc. (the Company)
appointed Evan Naylor to serve as Chief Operating Officer of the Company, effective as of March 26, 2018.
In connection with the
appointment, on March 29, 2018, the Company also entered into an Employment Agreement with Mr. Naylor (the Agreement), effective as of March 26, 2018. The Agreement has a three-year term. Under the Agreement,
Mr. Naylor (i) will be paid an annual base salary of $350,000; (ii) will be eligible to earn a bonus, pursuant to the terms of the Companys bonus plan, of up to 112.5% of his base salary, upon the achievement of corporate
objectives determined by the Compensation Committee of the Board; and (iii) will participate in the Companys other incentive and welfare and benefit plans made available to executives. Mr. Naylors base salary will be reviewed
annually by the Compensation Committee of the Board and may be increased to reflect his performance and responsibilities.
In addition,
Mr. Naylor is entitled to certain payments upon death, disability, a termination without Cause (as defined in the Agreement), a resignation by Mr. Naylor for Good Reason (as defined in the Agreement), 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.
Additionally, effective as
of March 26, 2018, Mr. Naylor will be entitled to the following equity awards pursuant to the Companys 2007 Stock Incentive Plan: (i) nonqualified stock options to purchase 44,000 shares of the Companys common stock, par
value $0.01 per share (the Common Stock), that vest in in three ratable installments over three years, subject to Mr. Naylors continued employment with the Company through the applicable vesting dates; and
(ii) time-vesting restricted stock units with respect to 8,736 shares of Common Stock that vest in three ratable annual installments, subject to Mr. Naylors continued employment with the Company through the applicable vesting dates.
Pursuant to the Agreement, Mr. Naylor may not compete with the Company for two years following his termination of employment. In
addition, he may not solicit Company employees for one year following his termination of employment.
Mr. Naylor, age 40, brings
nearly 20 years of experience in various roles in operations management, both in the private sector and the military. Prior to joining the Company, Mr. Naylor served as Vice President of Sales and Operations at Murphy USA, a national gas
station and convenience store chain. Mr. Naylor also served in various operational leadership roles during a 10-year tenure at Target, including the position of Group Vice President, and for three years with Home Depot. He also served in the
U.S. Army for 13 years, including 12 months in Iraq
There are no family relationships between Mr. Naylor 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.