Notice of 20212022 Annual Meeting of

Shareholders and Proxy Statement

August 17, 202116, 2022

Rochester, NY 14615

Keeping Customers on the Road During an Unprecedented YearDelivering Sales Growth and Earnings Expansion Through Our Critical Initiatives

While we experienced an unprecedented year, as an essential business, Monro continued to operate throughout the COVID-19 pandemic to keep America’s frontline workers on the road. Our team quickly adjusted our operations to ensure the health and safetyWe delivered double-digit comparable store sales growth in all of our customersregions and teammates across all facets of our business. Although many aspects of the pandemic were beyond our control, we never lost sight of our key strategic prioritiescategories and accelerated our Monro.Forward initiatives so that we could emerge from the pandemic stronger than before.

Accelerating Monro.Forward Initiatives and Enhancing Financial Position

We continued to advance our Monro.Forward initiatives, centered around our commitment to operational excellence as a best-in-class service organization. Throughout fiscal 2021, we successfully transformed approximately 150 storesexpanded earnings through our rebrandingcritical staffing, scheduling, and reimaging initiative, as well as completed the rollout oftraining initiatives in fiscal 2022. We recruited, trained and deployed 650 new technicians to our digital phone systemstores to meet robust customer demand for our products and other in-store technological improvements. With the full support of our Board of Directors, we will continue Monro’s growth and transformation strategy and focus on bringing ourservices.

Responsibility Driving Monro.Forward initiatives to life in every store for every customer and for every teammate.

As part of our growth strategy, we continue to capitalize on attractive acquisition opportunities in our fragmented industry. Over the past year, we expanded our geographic presence in the dynamic Western region, with the acquisitionmade good progress on an array of 17 stores in Southern California, and most recently 30 Mountain View Tire & Service stores in the Los Angeles area. Combined, these acquisitions represent approximately $65 million in expected annualized sales. In addition, we plan on strategically opening greenfield locations to accelerate our growth in attractive markets.

During fiscal 2021, we also focused on strengthening our financial position and bolstering our liquidity. The remarkable efforts of our team to drive variable margin improvement and targeted fixed cost reductions led to record operating cash flow of $185 million. Our steadfast commitment to driving strong cash flow gives us ample flexibility to continue implementing our strategic growth initiatives as well as pursuing attractive acquisition opportunities to deliver long-term value for our shareholders.

Advancing Monro.Forward Responsibly

Over the past year, Monro’s leadership team has made significant progress in formalizing and advancing our corporate responsibilityESG initiatives and transparency. Under the leadership of our Executive Vice President — Chief Legal Officer, Maureen Mulholland, Monro recently published our inauguralsecond annual Corporate Responsibility Report on the https://corporate.monro.com/corporateresponsibility section of our corporate website. In alignmentAmong our accomplishments, we continued to invest in Teammate training and development, advanced our diversity and inclusion efforts, created a long-term community engagement strategy, and enhanced our data privacy and security practices to help keep our Teammates’ and customers’ information safe. As our business grows, so does our commitment to further integrating ESG factors into our strategy and operations. I’m pleased to report that working collaboratively with our CompanyBoard of Directors, we established two specific ESG-related goals relating to employee safety and energy efficiency. These goals are a tangible example of how ESG factors are embedded in the everyday decisions we are making.

Enhancing the Strength of Our Solid Financial Position

During fiscal 2022, we remained focused on strengthening our solid financial position and liquidity. The tremendous efforts of our team to drive variable margin improvement and our disciplined cost control led to operating cash flow generation of $174 million. We are firmly committed to driving strong cash flow that will provide us with ample flexibility to continue implementing our strategic growth initiatives, returning capital to shareholders and pursuing attractive acquisition opportunities to deliver long-term value.

Benefitting from Our Non-Core Wholesale Tire and Distribution Assets Divestiture

The divestiture of our non-core wholesale and tire distribution assets to American Tire Distributors (ATD) for an estimated $105 million and our entry into a supply relationship for tire distribution directly to our stores is expected to give us better availability of tires, quicker delivery and better pricing. Our core values,strength as a business is to provide retail customers with superior automotive products and services. Beyond the financial benefits, this transaction will allow us to focus all of our corporate responsibility strategy focusesenergies and resources on integrating Environmental, Socialour Retail operations. In addition, it is also expected to expand our category management initiatives and Governance (ESG) factors into long-term decision making and strategy. This includes fostering diversity, equity, and inclusion; enhancing teammate engagement; making a positive impact withinimprove our working capital.

Sharing Our Results Through Capital Return to Our Shareholders

Utilizing the communities where we live and operate and being good stewards ofproceeds from the environment. I recognizetransaction with ATD, along with the excess cash that our ESG journey is ongoing and am committed and excitedRetail operations are expected to workgenerate will allow us to continue expanding our long-standing policy of sharing our results with our senior leaders to build onshareholders. Our Board of Directors has approved an increase in our cash dividend for the great work that has already been done to continue to drive Monro.Forward responsibly.first quarter of fiscal 2023.

We have increased our cash dividend 17 times during the 17 years since a cash dividend was first issued. In addition, our Board has authorized a share repurchase program for the repurchase of up to $150 million of Monro’s common stock.

Driving Long-term Shareholder Value

In closing, fiscal 20212022 was an unprecedenteda fantastic year for Monro. The Company continued to accelerate its strategic growth initiatives, strengthened its financial position, and returned $30$35 million to shareholders. I am confident in our path forward and believe our strong focus on operational execution will drive long-term value for our shareholders.

Looking Ahead

Monro has made remarkablesignificant progress inon our transformation journey to transform this great organization during fiscal 2021,2022, and I believe these accomplishments will be instrumental to our success in unleashing Monro’s full potential in the coming year and beyond. As we head into fiscal 2022,2023, we areremain encouraged by the pace of the economic recoveryfavorable industry tailwinds and are seeing more customers take to the road.robust consumer demand for our products and services. We have a strong foundation to build upon and an exceptional team in place ensuring that we capitalize on the opportunities ahead. The continued dedication of our valued teammatesTeammates and our strong commitment to providing a five-star customer experience will remain critical to our success.

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 meetingAnnual Meeting on August 17, 2021.16, 2022.

Sincerely,

Michael T. Broderick

President and Chief Executive Officer

July 7, 2022

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by, or including words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “mission,” “plan,” “potential,” “strategy,” “will,” “would,” and variations thereof and similar expressions. Forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. For example, our forward-looking statements include, without limitation, statements regarding our ability to generate cash flow; our growth and acquisition strategies; and whether we are able to achieve the expected benefits of the divestiture to ATD and supply agreement with ATD.

Any of these factors, as well as such other factors as discussed in our Annual Report on Form 10-K (“Form 10-K”), as well as in our periodic filings with the Securities and Exchange Commission (the “SEC”), could cause our actual results to differ materially from our anticipated results. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this proxy statement to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

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 ProposalsProposal No. 1 and “FOR” both of Proposals No. 2 and “FOR” both Proposals No. 3 and No. 4. The Board of Directors is not making any recommendation with regard to Proposal No. 5.3.

How to Vote

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

By Telephone: You may vote by calling 1-800-690-6903		By Internet: Prior to the Annual Meeting, you may vote at Proxyvote.com		By Mail: Mark, sign and date your proxy card and return it in the postage- paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717		During the Meeting: Go to www.virtualshareholdermeeting.com/ MNRO2021MNRO2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting to be Held on August 17, 2021:16, 2022: 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.

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

Director Nominees

You are being asked to vote to elect the following fourfive director nominees to Class 21 of our Board of Directors. Detailed information about each of these nominees begins on page 6 of the Proxy Statement.

You are also being asked to vote to elect the following director nominee to Class 1 of our Board of Directors. Detailed information about this nominee begins on page 8 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:

Executive Compensation Overview

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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. 20212022 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 and the Proxy Card are first being mailed to our shareholders on or about July 8, 2021.7, 2022. 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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BOARD RESPONSE TO SHAREHOLDER PROPOSAL REGARDING RECAPITALIZATION PLAN

At the 2021 annual meeting of shareholders, the shareholders voted on a proposal submitted by Ides Capital Management LP. That proposal requested that the Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share in each voting situation and eliminate any veto power held by one class of stock over the voting power of another class of stock. Shareholders submitted 26,301,725 votes in favor of that proposal, or approximately 88% of the shares voted on that proposal at the meeting. However, the holders of our Class C Preferred Stock did not vote in favor of the proposal, such that it could not be effected or validated.

Based on the overwhelming support of our common shareholders for the proposal, independent members of the Board of Directors and our management team engaged with shareholders who collectively owned in excess of 50% of our outstanding shares of common stock to discuss the vote and solicit their views on the 2021 shareholder proposal to eliminate the Class C Preferred Stock control rights.

The Company’s dual class capital structure consisting of common shares and the Class C Preferred Stock has been in place since 1984. Since its initial public offering in 1991, the Company has consistently provided full disclosure regarding the control rights of the Class C Preferred Stock to new and existing shareholders to inform their investment decisions regarding the Company’s common stock. The Board has carefully considered the results of the shareholder proposal, and continues to analyze both the costs and benefits of recapitalizing the Company’s dual class stock. The Company does not have the right or power to unilaterally “recapitalize” its equity capital structure to eliminate the Class C Preferred Stock whether by conversion, buyback, redemption or amendment of the Company’s Restated Certificate of Incorporation, but rather can only do so with the approval of the holders of the Class C Preferred Stock. Consequently, in weighing the costs and benefits of any such recapitalization, the Board has considered a number of factors, including the likely significant consideration required to be paid to obtain the requisite consent of the holders of the Class C Preferred Stock as well as the other risks that such a recapitalization and the attendant changes in governance could pose to the Company. Our Board of Directors will continue to monitor and consider shareholder concerns regarding our equity capital structure. At this time, the Board believes that it is in the best interests of all of its shareholders that the Company focus its financial and other resources in pursuit of its plans to maximize long-term shareholder value for all shareholders without the financial, legal and other risks that would result from a recapitalization.

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PROPOSAL NO. 1 — ELECTION OF CLASS 21 DIRECTORS

Our Board of Directors consists of nine directors, divided into two classes: five directors in Class 1 and four directors in Class 2. The Class 21 directors will serve until the Annual Meeting and the Class 12 directors will serve until the 20222023 annual meeting of shareholders, or until their respective successors have been duly elected and qualified. Five directors are nominated for election at the Annual Meeting – one in Class 1 and four in Class 2.Meeting. 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 NOMINEES TO CLASS 2:1:

Class 21 Nominee Information

Set forth below is a summary of the biographical information for each of the Class 21 director nominees:

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

Class 2 Director Information

Set forth below is a summary of the biographical information for each of the continuing Class 2 directors:

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CORPORATE GOVERNANCE PRACTICES AND POLICIES

Corporate Responsibility

Monro’s Corporate Responsibility (CR) efforts are an important lens through which we identify Environmental, Social and Governance (ESG) risks and opportunities that could meaningfully impact our business over the long term.

As part of our commitment to transparency and accountability, formalizing our CR strategy and objectives is a top priority for senior management and the Board. In furtherance of these objectives, we have published an inauguralour second Corporate Responsibility Report located athttps://corporate.monro.com/corporateresponsibility. Information available in the report and on our website is not a part of, and is not incorporated into, this proxy statement. The report highlights key areas of focus and progress during Fiscal 20212022 within our priority ESG topic areas: Teammates, customers, communities and the environment.

Included in the report is a mapping to certain metrics of the Sustainability Accounting Standards Board’s (SASB) Multiline & Specialty Retailers and Auto Parts industries. We will continue to enhance our disclosures in order to better inform stakeholders on Monro’s ESG-related risks, opportunities, management strategies and performance throughout Fiscal 2022 and beyond.

Fiscal 20212022 Highlights

ESG Oversight. In Fiscal 2021, Monro increased its executive oversight of the Company’s priority ESG factors. The Company’s Executive Vice President — Chief Legal Officer leads management’s efforts to increase our focus and transparency in this area, with input from, and collaboration with, other members of the Senior Leadership Team. The Board of Directors delegated primary oversight of ESG matters to the re-namedBoard’s Nominating and Corporate Responsibility Committee.Committee has primary oversight responsibility for ESG-related matters, including risks related to climate change, human capital management, diversity, stakeholder relations, and health, safety and the environment.

Teammate Development and Safety. We continued to enhance Teammate engagement and prioritize safety by conducting more robust and structured training. Through the Company’s Monro University online learning management system, in Fiscal 2021,2022, employees logged nearly 60,000approximately 52,000 hours of professional development and technical training. Our safety efforts have reduced workers’ compensation claims by an average of 32 percent. We’ve also set a 5-year safety goal of a 30% reduction in workers’ compensation frequency claim rate, using a base year of fiscal 2023.

Diversity, Equity and Inclusion. We continued to foster diversity, equity and inclusion at all levels of the company through our Teammate Resource Group (TRG) and our training and recruiting initiatives. WeOur objective is to have added diverse resources toa workforce and leadership team that closely resembles our recruitment team to help launch new hiring initiatives andgrowing group of loyal customers we are working with a Diversity, Equity & Inclusion (DE&I) consultanthard to assist in the formulation of an official DE&I strategy.attract and retain.

Communities. The Company continued to makeThis year our internal Community Impact Committee derived a positive impact in the communities where our Teammates worklong-term roadmap, with a new strategy of bringing forth a vision that focuses on 3 pillars of community engagement: economic and live through volunteer workfood security, education of youth and investments in social programs that align with our missionfamily services, and vision. Our charitable efforts include a long-time philanthropic commitmentveterans’ services. These three pillars, we feel, get to the United Way to which we donated $157,000 in Fiscal 2021. We also have a partnership with Feeding America, to which, with the helpheart of customers, we were able to donate $160,000 that provided 1.6 million meals to those in need.issues faced by our communities.

Environment. Being good stewards of the environment is important to Monro. The Company has implemented energy saving initiatives such as LED lighting and energy efficient signage as part of our store refresh plan. Approximately 60%plan and have set a 5-year goal of having 100% LED lighting in our stores are now fitted with energy efficient lighting.company-owned stores. In Fiscal 2021,2022, we recycled 2.52.6 million gallons of oil, 3.33.4 million tires, 73,00078,000 vehicle batteries and 316 tons of cardboard. One hundred percent of used oil and anti-freeze is collected and recycled.

Code of Ethics

We have a Code of Ethics that applies to all of our directors and executive officers, including our principal executive officer, principal financial officer and principal accounting officer or controller. The Code of Ethics is publicly available on our website at https://corporate.monro.com/investors/corporate-governance. We intend to post any amendments to or waivers from the Code of Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer on our website.

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Board Matters

Board Meetings

The Board of Directors held fivefour meetings during the year ended March 27, 202126, 2022 (“Fiscal 2021”2022”). During the fiscal year, each director attended at least 75% of the aggregate number of all meetings of the Board of Directors and committees on which he or she served. All attended last year’s annual meeting of shareholders and we expect all directors and nominees to attend the Annual Meeting, as is our stated policy in our Corporate Governance Guidelines.

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Committees of the Board of Directors

Each of the following Board committees, except for the Executive OfficerCommittee, 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/corporate-governance, and Chairmanto any shareholder who requests them. As a matter of routine corporate governance, each committee, except the Executive Committee, reviews its charter and practices on an annual basis. In Fiscal 2022, 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 2022 of each of these committees are again separated and Mr. McCluski is no longer serving as Lead Independent Director.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 ManagerDirector of Internal Audit and the General Counsel 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 2021,2022, 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 2021,2022, 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. There were no reportable related person transactions during Fiscal 2021.2022.

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 Nominating and Corporate Responsibility Committee’s Charter includes an affirmative statement that the Committee’s will endeavor to include diverse candidates, including women andthose who self-identify as female, underrepresented minorities or LGBTQ+, in each pool of Board candidates. 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. In assessing potential new directors, the committee considers individuals from various disciplines and diverse backgrounds, taking into account gender, age and ethnicity. The Nominating and Corporate Responsibility Committee, at the direction of the Board of Directors, has taken meaningful steps to seek to identify one or more potential femalediverse nominees for director who, like any other nominee, satisfy the Company’s director qualification standards, including the appropriate experience and demonstrated commitment to the Company. 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, 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., 200 Holleder Parkway, Rochester, NY 14615, 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. 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.

In addition to satisfying the advance notice requirements in order to comply with the universal proxy rules (once effective) 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 to our Corporate Secretary that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 17, 2023.

Communications with Directors

Shareholders wishing to communicate with our non-management directors may send a letter to: Secretary, Monro, Inc., 200 Holleder Parkway, Rochester, NY 14615, 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/corporate-governance.

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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.

In Fiscal 2021,2022, non-employee directors received the following compensation:

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 27, 2021,26, 2022, all of the Company’s non-employee directors are in full compliance with the stock ownership guidelines.

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 2021:2022:

Director Compensation Table

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The restricted stock awarded to directors vests over a three-year period. Stock options granted prior to Fiscal 2018 were fully vested at the time of the grant. The following table shows the number of equityrestricted stock awards outstanding for each non-management director as of March 27, 2021.26, 2022. There are no remaining outstanding stock options from grants made prior to 2018.

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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Elements of Compensation for Fiscal 20212022

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

The objectives and key characteristics of direct elements of our Fiscal 20212022 executive compensation are summarized below:

Our executive compensation determinations for Fiscal 2021 were significantly influenced by the outbreak of COVID-19, the evolving impact of the pandemic on our business and operations, and our response to the resulting challenges and opportunities, as described in more detail below.

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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:

Michael T. Broderick assumed the role ofwas appointed President and Chief Executive Officer of Monro, Inc.the Company in April 2021. Prior to joining the Company, from 2016 to 2021, bringing with him more the 25 years of experience executing profitable growth and business transformation strategies in the aftermarket parts and tire service industry. He most recentlyhe served as Executive Vice President of Merchandising and Store Operations Support at Advance Auto Parts where he was instrumental in driving same-store sales growth and implementing technology-driven strategies to enhance operational efficiency within the company’s 5,200-store network. In addition, Mr. Broderick played a key role in diversity and inclusion efforts focused on promoting women’s leadership in the automotive aftermarket industry. Prior to joining Advance Auto Parts, Mr. Broderick served from 2014 to 2016 as Senior Vice President of the automotive division of Canadian Tire Corporation, where he was responsible for improving customer service standards at 493 dealers, operating 5,800 service bays. Prior to his tenure with Canadian Tire Corporation, he was CEO of Federal Mogul Corporation where he orchestrated a successful turnaround strategy to reverse a multiyear decline in performance and developed the company’s global sales and distribution strategy. Previously, Mr. Broderick was a President at General Parts where he helped transform and optimize business operations, including cost control and process improvements.Parts. He began his career at AutoZone, where he served for 16 years in a number of field and operations roles, including as Vice President of the company’s Northeast division.

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.

Matt Henson joined the Company as Chief Human Resources Officer in July 2021, bringing more than 30 years’ experience in field-focused human resources, employee relations, and talent acquisition. Previously, Mr. Henson was Vice President of Field Human Resources at AutoZone, from April 2016 to June 2021, where he led the human resources function supporting more than 6,500 locations in the United States, Puerto Rico, Mexico, and Brazil. Prior to that, Mr. Henson served as Vice President, Concept Human Resources, Bloomin’ Brands, Inc. (Outback Steakhouse, Bonefish Grill); Director of Human Resources and Talent Acquisition – Americas, Dell Inc.; Senior Vice President, Human Resources, Cendant/NRT; and Division Vice President, Human Resources, Kmart Corporation.

Maureen E. Mulholland was promoted to Executive Vice President and Chief Legal Officer 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.

Robert J. Rajkowski was promoted to Executive Vice President in August 2020. He joined the Company in September 2019 as Senior Vice President — Chief Operating Officer. Mr. Rajkowski brings nearly 15 years of experience in the automotive industry across a number of operations and marketing roles in corporate, franchisee and franchisor

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business models. Prior to joining the Company, Mr. Rajkowski served as the Chief Operating Officer of AAMCO Transmission and Total Car Care since February 2014. He also previously served as Chief Marketing Officer at Heartland Automotive Services (Jiffy Lube) from July 2010 to January 2014 and as a General Manager — Retail Stores at The Goodyear Tire & Rubber Company.

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PROPOSAL NO. 32 — 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 20212022 (“Say on Pay”). Our Fiscal 20212022 compensation program again reflects our pay-for-performance philosophy, albeit significantly influenced by the outbreak of COVID-19, the evolving impact of the pandemic on our business and operations and the Company’s response to the resulting challenges and opportunities.philosophy. We continue to tie a significant portion of our CEO and Named Executive Officer compensation to both short and long-term Company-performance objectives and executive compensation outcomes reflect this philosophy. 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 20212022 Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our Named Executive Officers.

20212022 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 Securities Exchange Act of 1934 (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 20222023 annual meeting of shareholders.

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 the fiscal year ended March 27, 202126, 2022 (“Fiscal 2021”2022”). 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 Executive Vice President-level employees.

We experienced several executive officer transitions during Fiscal 2021,2022, including the following:

The list of officers deemed to be serving as our named executive officers (our “Named Executive Officers”) for Fiscal 20212022 are:

The following discussion and analysis should be read in conjunction with the tabular disclosures regarding the compensation of our Named Executive Officers in Fiscal 20212022 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/corporate-governance.

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:

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Our compensation program rewards our Named Executive Officers for attaining established goals that require the dedication of their time, efforts, skills and business experience for the success of the Company. The program is designed to reward both annual and long-term performance. Short-term performance is rewarded through base salary and annual bonus.incentive. Beginning in fiscal 2019, long-term performance has usually been rewarded through a mix of three vehicles: performance-vesting restricted stock units (“PSUs”); time-vesting restricted stock units (“RSUs”) and stock options. The value of each vehicle is based on a number of factors predicated on the Company’s financial performance. For Fiscal 2021, only RSUs and stock options were awarded due to the difficulty of setting performance goals for PSUs in the context of the COVID-19 pandemic as a result of the uncertainty surrounding the length and severity of the pandemic. We anticipate migrating back to our previously established mix of stock options, RSUs and PSUs in fiscal 2022. In addition, our Named Executive Officers receive other benefits, certain of which are available to all other salaried employees of the Company.

Shareholder Engagement

We believe that it is important for us to communicate with shareholders regularly regarding areas of interest or concern. Engagement with shareholders allows us to solicit input and respond to questions about Company matters, including our executive compensation program. At the 20202021 annual meeting of shareholders, approximately 88%98% of the votes cast were in favor of the advisory vote to approve executive compensation. The Committee considered these results when making the decisions described in this CD&A. We believe our current long-term program ensures alignment with shareholders and a focus on pay for performance. We will continue to engage with our shareholders and to evaluate their feedback for potential changes in the future.

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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 Chairman.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.