DEF 14A of Driven Brands Holdings Inc., Mar 27, 2024

DEF 14A of Driven Brands Holdings Inc.

Filed Mar 27, 2024 · FY20230001193125-24-078842

Open on EDGAR

  1. Proposals

    | Option Exercises and Stock Vested in Fiscal Year 2023 | 43 | | Retirement Benefits | 44 | | Potential Payments Upon Termination of Employment or Change in Control | 45 | | Severance Benefits under Employment Agreements and Offer Letters | 45 | | PAY VERSUS PERFORMANCE | 49 | | CEO PAY RATIO | 52 | | PROPOSAL THREE: APPROVAL OF THE AMENDED AND RESTATED DRIVEN BRANDS HOLDINGS INC. 2021 OMNIBUS INCENTIVE PLAN | 53 | | PROPOSAL FOUR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2024 | 61 | | Independent Registered Public Accountants Fees and Services | 61 | | AUDIT COMMITTEE REPORT | 62 | | INFORMATION CONCERNING SOLICITATION AND VOTING | 63 | | QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS | 64 | | STOCKHOLDER INFORMATION FOR FUTURE ANNUAL MEETINGS | 68 | | HOUSEHOLDING MATTERS | 68 | | OTHER MATTERS | 69 | | EXHIBIT A | A-1 | | EXHIBIT B | B-1 |

  2. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS At the Annual Meeting, stockholders will vote to elect Neal Aronson, Jonathan Fitpatrick, and Jose Tomas as the three nominees named in this Proxy Statement as Class I directors (the “Class I Nominees”). Our Board of Directors has nominated the Class I Nominees to serve as directors for a term expiring at the 2027 Annual Meeting of Stockholders or until their successor has been duly elected and qualified. The persons named as proxies will vote to elect the Class I Nominees unless a stockholder indicates on their proxy that such stockholder’s shares should be withheld with respect to any of the nominees. If any Class I Nominee becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the Board of Directors to fill the vacancy. All the nominees are currently serving as directors, and we do not expect that the nominees will be unavailable or will decline to serve. OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR ALL” OF THE THREE CLASS I DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

  3. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 2 | | 2024 Proxy Statement |

  4. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS The following table sets forth certain information about our directors and committees as of March 27, 2024.

  5. OUR BOARD OF DIRECTORS

    | Skills and Experience | | | | | | | | | | | | | Neal Aronson* | Jonathan Fitzpatrick | Catherine Halligan | Damien Harmon | Chadwick Hume | Rick Puckett | Karen Stroup | Peter Swinburn | Michael Thompson | Jose Tomás | | Executive Leadership | | | | | | | | | | | | Retail Experience | | | | | | | | | | | | Strategy and Innovation | | | | | | | | | | | | Franchise Experience | | | | | | | | | | | | Financial/Accounting Expertise | | | | | | | | | | | | Technology / Digital / Cybersecurity | | | | | | | | | | | | Human Capital | | | | | | | | | | | | Tenure and Independence | | | | | | | | | | | | Tenure (years) | 4 | 6 | 4 | 0 | 4 | 4 | 4 | 4 | 4 | 2 | | Class | I | I | II | III | III | II | III | III | II | I | | Current Term Expiration | 2027 | 2027 | 2025 | 2026 | 2026 | 2025 | 2026 | 2026 | 2025 | 2027 | | Independence | | | | | | | | | | | | Committee Membership | | | | | | | | | | | | Audit | | | | | | C | | | | | | Compensation | | | C | | | | | | | | | Nominating and Corporate Governance | | | | | | | | C | | | | Demographics | | | | | | | | | | | | Age | 59 | 53 | 60 | 45 | 37 | 70 | 48 | 71 | 41 | 56 | | Gender Identity | M | M | F | M | M | M | F | M | M | M | | African American or Black | | | | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | | | Asian | | | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | | | White | | | | | | | | | | | | Two or More Races or Ethnicities | | | | | | | | | | | | LGBTQ+ | | | | | | | | | | | | Did Not Disclose Demographic Background | | | | | | | | | | |

  6. OUR BOARD OF DIRECTORS

    * Chairman of the Board

  7. OUR BOARD OF DIRECTORS

    | 2024 Proxy Statement | | 3 |

  8. OUR BOARD OF DIRECTORS

    Set forth below is a brief biography of each of our directors, including our director nominees. There are no family relationships among our directors and executive officers.

  9. Directors

    Directors

  10. Class I Directors

    Class I Directors The term of the following three Class I directors will expire at the Annual Meeting. The Class I Nominees are the only nominees for election at the Annual Meeting, for a term that will expire at the 2027 Annual Meeting of Stockholders or until each of their successors has been duly elected and qualified. All of our Class I Nominees were previously elected by stockholders at our 2021 Annual Meeting of Stockholders, except for Jose Tomás, who was appointed by the Board effective July 11, 2022 and initially recommended to the Board by a current director.

  11. Class I Directors

    | Neal Aronson | | | | Neal Aronson became a member of our Board of Directors in December 2020, previously served as a member of the board of managers of Driven Investor LLC, and has served as chairman of our Board of Directors since the consummation of our initial public offering in January 2021 (“IPO”). Mr. Aronson founded Roark Capital Management, LLC, a private equity firm (“Roark”), and serves as its Managing Partner, a position he has held since 2001. Prior to founding Roark, Mr. Aronson was Co-Founder and Chief Financial Officer for U.S. Franchise Systems, Inc., or USFS, a franchisor of hotel chains. Prior to USFS, Mr. Aronson was a private equity professional at Rosecliff (a successor company to Acadia Partners), Odyssey Partners (a private | | equity firm), and Acadia Partners (now Oak Hill, an investment firm). Mr. Aronson began his career in the corporate finance department at Drexel, Burnham, Lambert Inc. (a former investment bank). Mr. Aronson received a B.A. from Lehigh University. Mr. Aronson is a designated director nominee by Driven Equity LLC and RC IV Cayman ICW Holdings LLC (collectively, our “Principal Stockholders”) under the Stockholders Agreement (as defined below). Qualifications: Mr. Aronson’s experience as a private equity partner, chief financial officer, and in other senior executive leadership roles working with franchise companies in the retail, consumer, and business services industries, and knowledge of complex financial matters provide him with valuable and relevant experience in franchise administration, strategic planning, corporate finance, financial reporting, mergers and acquisitions, and leadership of complex organizations, and provide him with the qualifications and skills to serve as a director. | |

  12. Class I Directors

    | 4 | | 2024 Proxy Statement |

  13. Class I Directors

    | Jonathan Fitzpatrick | | | | Jonathan Fitzpatrick serves as our President, Chief Executive Officer, and a member of our Board of Directors. Mr. Fitzpatrick has served as our President and Chief Executive Officer since July 2012, as a member of our Board of Directors since April 2018, and previously served as a member of the board of managers of Driven Investor LLC. Mr. Fitzpatrick currently serves as a member of the board of directors of Nothing Bundt Cakes, a gourmet bakery, privately held by affiliates of Roark Capital Management, LLC. Prior to joining the Company, Mr. Fitzpatrick served in various capacities with Burger King Corporation (a fast food restaurant company) both prior to and after its acquisition by 3G Capital (a global investment firm). Between February | | 2011 and June 2012, he was Executive Vice President, Chief Brand and Operations Officer for Burger King. From October 2010 to February 2011, he was Executive Vice President of Global Operations and between August 2009 and October 2010, Senior Vice President of Operations, Europe, Middle East, and Africa. Prior to this role, he was Senior Vice President, Development and Franchising from July 2007 through August 2009. Mr. Fitzpatrick earned a Bachelor’s and Graduate degree from University College in Dublin, Ireland. Qualifications: Mr. Fitzpatrick’s experience as the President and Chief Executive Officer of Driven Brands, as well as his extensive knowledge and leadership experience with franchise companies, provide him with the qualifications and skills to serve as a director. | |

  14. Class I Directors

    | Jose Tomás | | | | Jose Tomás became a member of our Board of Directors in July 2022. Since 2021, Mr. Tomás has served as the Chief Administrative Officer at TelevisaUnivision Inc., the leading Spanish-language media and content company in the world. In this role, he oversees strategic functions essential to TelevisaUnivision’s success, including Human Resources; Corporate Communications; Facilities/Real Estate; Social Impact; Diversity, Equity and Inclusion; and Corporate Safety, Health and Security. Prior to TelevisaUnivision, from 2018 to 2021, he served as co-founder and managing partner of BrandSparc, a global communications, branding and human resources firm. From 2017 to 2018, he was a member of General Motors’ global senior executive leadership | | team where he served as Senior Vice President of Global Human Resources. Mr. Tomás also served as Executive Vice President and Chief Human Resources Officer at Anthem, Inc. from 2013 to 2017. In this role, he was responsible for Human Resources; Corporate Communications; Diversity, Equity and Inclusion; and Corporate Security. Previously, Mr. Tomás held senior operations and administrative roles at Burger King Corporation, where he served as both president, Latin America and Caribbean region, and Global Chief People Officer. Mr. Tomás has also held human resources positions with Ryder System Inc., and operations and Human Resources roles at Publix Super Markets. Mr. Tomás holds a bachelor’s degree in business administration and a master’s in management from Florida International University. Qualifications: Mr. Tomás’s experience as a leader with large organizations with expertise in operations, people, and culture provide him with the qualifications to be a director. | |

  15. Class I Directors

    | 2024 Proxy Statement | | 5 |

  16. Class II Directors

    Class II Directors The term of the following three Class II directors will expire at the 2025 Annual Meeting.

  17. Class II Directors

    | Catherine (Cathy) Halligan | | | | Catherine (Cathy) Halligan became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. Ms. Halligan has served as an advisor to Chanel (a fashion company) since 2014. Ms. Halligan served as an Advisor from January to April 2012 and Senior Vice President, Sales & Marketing from July 2010 to December 2011 of PowerReviews Inc. (a leading SaaS software for customer reviews and social commerce) and prior to joining PowerReviews Inc., from 2005 to 2010, she held senior marketing and e-commerce roles at Walmart, including Chief Marketing Officer of Walmart.com from 2007 to 2009 and as Vice President Market Development, Global eCommerce from 2009 to 2010. Ms. Halligan | | also held executive roles at Williams- Somona, Inc., Blue Nile, and Gymboree. Ms. Halligan also serves as a director for Ferguson plc (a North American value-added distributor of infrastructure, plumbing, and HVAC products) where she serves on the Audit, Compensation, and Nominating and Governance Committees, Ulta Beauty Inc. (a retailer of All Things Beauty All In One Place), where she chairs the Compensation Committee and is a member of the Nominating and Governance Committee, and Jeld-Wen Holding, Inc. (a leading global manufacturer of high performance interior and exterior building products) where she serves on the Audit and Compensation Committees. She previously served as a director of FLIR Systems Inc. (a producer of thermal imaging cameras, components, and imaging sensors), where she chaired the Compensation Committee and was a member of the Audit Committee from 2014 to 2021. Ms. Halligan received a B.S. from Northern Illinois University. Qualifications: Ms. Halligan’s extensive board experience and experience in digital transformation, marketing, and retail provide her with the qualifications and skills to serve as a director. | |

  18. Class II Directors

    | Rick Puckett | | | | Rick Puckett became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. From December 2006 to December 2016, Mr. Puckett was the Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Snyder’s-Lance, Inc. (a snack food products company). Prior to Snyder’s-Lance, Mr. Puckett was Executive Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc. (a North American food wholesaler). Mr. Puckett serves as a director, chairman of the Compensation Committee, and a member of the Audit Committee for SPX Corporation (a supplier of highly engineered infrastructure equipment technologies) | | and as a director, chairman of the Audit Committee, and a member of the Compensation and Nominating and Corporate Governance Committees of Whitehorse Finance, Inc. (an investment company), positions he has held since May 2016 and December 2012, respectively. Mr. Puckett served as a member of the Board of Directors for Pet Valu, Inc., (a pet specialty retailer company, from August 2019 to May 2023) where he served as the Chairman of the Audit Committee. He also served on the Board of Directors for Late July Brands, a privately-held food company, from 2007 through 2010. Mr. Puckett is a Certified Public Accountant, and he received a B.S. in Accounting and an M.B.A. from the University of Kentucky. Qualifications: Mr. Puckett’s experience in leadership roles at his past companies, significant knowledge and understanding of corporate finance and financial reporting, and his expert background as a Certified Public Accountant provide him with the qualifications and skills to serve as a director. | |

  19. Class II Directors

    | 6 | | 2024 Proxy Statement |

  20. Class II Directors

    | Michael Thompson | | | | Michael Thompson became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. Mr. Thompson joined Roark in 2010 and currently serves as a Managing Director. Prior to joining Roark, Mr. Thompson worked at Montage Partners (Phoenix-based private equity firm). Before Montage, Mr. Thompson served as a Senior Associate at Kroll Zolfo Copper (a financial advising company). Mr. Thompson received a B.A. from Pomona College and an M.B.A. from the University of Chicago Booth School of Business. Mr. Thompson is a designated director nominee by our Principal Stockholders under the Stockholders Agreement. | | Qualifications: Mr. Thompson’s involvement with his respective firms’ investments in various companies, in-depth knowledge, and industry experience, coupled with his skills in private financing and strategic planning, provide him with the qualifications and skills to serve as a director. | |

  21. Class III Directors

    Class III Directors The term of the following four Class III directors will expire at the 2026 Annual Meeting.

  22. Class III Directors

    | Damien Harmon | | | | Damien Harmon became a member of our Board of Directors in January 2024. He has served as the Senior Executive Vice President of Customer, Channel Experiences & Enterprise Services for Best Buy Co., Inc., a consumer electronics retailer since April 2023. In this role, he is responsible for the end-to-end customer experience and the work that enhances every interaction with Best Buy customers and its employees. His areas of responsibility include stores and operations, in-home services and sales, virtual experiences, call centers, membership, and customer strategy, relationship offerings and insights. He also leads Geek Squad, Best Buy’s national tech-support organization dedicated to helping customers learn about and enjoy their technology. Prior to his current role, Harmon served as Best Buy’s | | Executive Vice President of Omnichannel from 2021 to 2023 where he established a dedicated operations plan to enhance the company’s ability to create seamless experiences for Best Buy customers, as President of Operations from 2020 to 2021, and as Senior Vice President of Workforce Design from 2019 to 2020. In addition to his time at Best Buy, he has held executive-level roles at Bridgestone Americas Inc., including serving as President of GCR Commercial Tires and as the Chief Operating Officer of Bridgestone Retail Operations. He holds a Bachelor’s Degree in Management from the University of Phoenix. | | | Qualifications: Mr. Harmon’s deep experience in competitive and evolving retail environments and in delivering exceptional customer experiences provides him with the qualifications and skills to serve as a director. | |

  23. Class III Directors

    | 2024 Proxy Statement | | 7 |

  24. Class III Directors

    | Chadwick (Chad) Hume | | | | Chadwick (Chad) Hume became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. Mr. Hume joined Roark in 2009 and currently serves as a Principal. Prior to joining Roark, Mr. Hume worked at Houlihan Lokey (an investment bank) and Bank of America (a financial services company). Mr. Hume received a B.B.A. from the Terry College of Business at the University of Georgia. Mr. Hume is a designated director by our Principal Stockholders under the Stockholders Agreement. Qualifications: Mr. Hume’s experience with his firm’s investments in branded consumer companies, expertise in corporate strategy and organization, and relevant experience in the industry provide him with the qualifications and skills to serve as a director. |

  25. Class III Directors

    | Karen Stroup | | | | Karen Stroup became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. Ms. Stroup currently serves as the Chief Digital Officer of WEX, Inc. (a payments technology company), where she leads product management, design, data & analytics, and WEX’s customer and digital transformation. Prior to WEX, Ms. Stroup was the Chief Digital Officer at Thomson Reuters (a multinational media conglomerate) from 2019-2021, where she led Thomson Reuters’s end-to-end transformation to be a global digital company, leveraging data and shared | | capabilities to improve Net Promoter Score, grow revenue and improve sales and marketing efficiency. Prior to joining Thomson Reuters, Ms. Stroup has also served as Director, Digital BCG Accelerator for The Boston Consulting Group, Chief Digital Officer at TreeHouse (a home upgrade company) in 2018, as Senior Vice President, The Garage at Capital One Financial Corporation (a bank holding company) from 2016 to 2018, and as Vice President, Product Management at Intuit, Inc. (a financial software company) from 2007 to 2016. Ms. Stroup received a B.B.A. from the University of Notre Dame and an M.B.A. from Dartmouth College. Qualifications: Ms. Stroup’s experience in leading digital transformations and delivering results leveraging customer-driven innovation provide her with the qualifications and skills to serve as a director. | |

  26. Class III Directors

    | 8 | | 2024 Proxy Statement |

  27. Class III Directors

    | Peter Swinburn | | | | Peter Swinburn became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. Mr. Swinburn served as the Chief Executive Officer of Molson Coors (a multinational drink and brewing company) from 2008 to 2014. He currently serves on the boards of Express Inc. (a specialty retail apparel chain) where he is the Chair of the Compensation and Nominating and Governance Committee. Mr. Swinburn also sits on the boards of Wales Millennium Centre (an arts center), and The Rise (a housing development company) each, a privately-held | | company. Mr. Swinburn previously served as a director for Cabela’s Inc. (a specialty retailer of outdoor recreation merchandise), from 2015 to 2021, High Level Software Ltd (a software company), and Fuller Smith & Turner (a brewing company). Mr. Swinburn received a B.Sc. from University of Wales, Cardiff. Qualifications: Mr. Swinburn’s extensive board experience and significant knowledge and understanding of business development, strategic planning, and consumer brand marketing provide him with the qualifications and skills to serve as a director. | |

  28. Class III Directors

    | 2024 Proxy Statement | | 9 |

  29. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  30. Information about our Board

    Information about our Board The composition of our board of directors is strategically designed to effectively guide our strategy and oversee our operations. We believe that an effective board should be made up of individuals who collectively provide an appropriate balance of diverse occupational and personal backgrounds and perspectives, and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to the Company’s strategy and operations. Our Board of directors currently has ten members, including six independent members and is divided into three classes, each serving staggered three-year terms of office, in accordance with our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws (our “Bylaws”). Each director is to hold office until such director’s term expires, their successor is duly elected and qualified, or until the director’s earlier death, resignation, or removal.

  31. Director Compensation

    Director Compensation The following table sets forth information concerning the compensation earned by our non-employee directors during the fiscal year ended December 30, 2023.

  32. Director Compensation

    | Name | Fees earned or paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Neal Aronson(2) | — | — | — | | Cathy Halligan | 101,000 | 144,989 | 245,989 | | Chad Hume(2) | — | — | — | | Rick Puckett | 100,000 | 144,989 | 244,989 | | Karen Stroup | 93,000 | 144,989 | 237,989 | | Peter Swinburn | 100,000 | 144,989 | 244,989 | | Michael Thompson(2) | — | — | — | | Jose Tomás | 91,000 | 144,989 | 235,989 |

  33. Director Compensation

    (1) Amounts set forth in the Stock Awards column represent the fair value of restricted stock units (“RSUs”) granted to certain of our non-employee directors in 2023 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“FASB Topic 718”) based on the closing price of our common stock on the date of grant. (2) Directors who are affiliated with Roark do not receive any compensation in connection with their service as directors. The following table shows the number of RSUs outstanding and the total number of stock options outstanding for each non-employee director as of December 30, 2023. Directors who are affiliated with Roark did not hold any outstanding RSUs or stock options as of such date.

  34. Director Compensation

    | Name | Number of Outstanding Restricted Stock Units | Number of Outstanding Stock Options | | Cathy Halligan | 5,082 | 18,182 | | Rick Puckett | 5,082 | 34,444 | | Karen Stroup | 5,082 | 18,182 | | Peter Swinburn | 5,082 | 31,307 | | Jose Tomás | 5,082 | — |

  35. Director Compensation

    | 2024 Proxy Statement | | 15 |

  36. Director Compensation

    Our Board of Directors has approved and implemented the following director compensation program for each of our non-employee directors. The following table sets forth the cash component of our non-employee director compensation policy (which remained unchanged from our 2022 non-employee director cash compensation program):

  37. Director Compensation

    | Recipient(s) | Annual Cash Retainer ($) | | Non-employee directors | 75,000 | | Audit Committee chair | 25,000 | | Audit Committee members (excluding chair) | 10,000 | | Compensation Committee chair | 20,000 | | Compensation Committee members (excluding chair) | 8,000 | | Nominating and Corporate Governance committee chair | 15,000 | | Nominating and Corporate Governance committee members (excluding chair) | 6,000 |

  38. Director Compensation

    In addition to the annual cash retainers set forth above, each of our non-employee directors receives an annual equity award of RSUs. In 2023, the grant date fair value of the RSU grant was approximately $145,000. Annual RSU awards to our non-employee directors generally vest on the first anniversary of the date of grant, subject to such director’s continued service through such date.

  39. Director Compensation

    | 16 | | 2024 Proxy Statement |

  40. Compensation Discussion & Analysis

    (1) Mr. Ferrera joined Driven Brands and was appointed as our Chief Financial Officer in May 2023. (2) Mr. Rivera was promoted to Executive Vice President and Chief Operating Officer effective February 20, 2023. He previously served as our Executive Vice President and Group President - Maintenance. (3) Ms. Mason served as our Chief Financial Officer until her termination of employment in May 2023, which constituted a termination without cause under her employment agreement. For additional information regarding Ms. Mason’s departure and the payments and benefits she received, see “Potential Payments Upon Termination of Employment or Change in Control – Departure of Ms. Mason” section below.

  41. Overview of Executive Compensation

    Overview of Executive Compensation The Company’s executive compensation program consists of three primary elements: (1) Base Salary; (2) Annual Cash Incentive; and (3) Long-Term Equity Incentives composed of Performance Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”). Other than the base salary, the amount of compensation realized by the NEOs relies predominantly on the Company’s achievement of specified strategic goals and metrics and the appreciation of our stock price. For more information regarding each element, see “Elements of Executive Compensation” below.

  42. Overview of Executive Compensation

    | Compensation Element | Description | Objectives | | Base Salary | Annual fixed compensation | • To target a competitive level of fixed compensation to attract and retain top talent with the experience, skills, and abilities critical to our long-term success • To reward sustained success in meeting or exceeding key corporate or business objectives through performance-based salary increases | | Annual Cash Incentive | Non-guaranteed, performance-based cash award based on the Company’s achievement of certain strategic metrics | • To recognize individuals based upon their contributions to goals and objectives aligned to the delivery of key strategic priorities • To drive Company performance towards achievement of key strategic goals that are aligned with the interests of stockholders | | Long-Term Equity Incentives | PSUs: Cliff vest at the end of a three-year performance period based on performance achievement against pre-established adjusted EBITDA goals and relative total stockholder return (“TSR”) performance | • To reward for achievement of superior long-term performance (both absolute and relative) that is aligned with the interests of stockholders • To support focus on long-term, sustainable performance and to drive retention of key talent | | | RSUs: Vest ratably over three years, assuming continued employment | • To retain executives and directly align their interests with those of stockholders |

  43. Process for Determining Executive Compensation

    Process for Determining Executive Compensation Our Compensation Committee is responsible for determining and recommending to the Board for approval the compensation of our CEO and for approval of the compensation for our other executive officers, including our NEOs. Our Compensation Committee reviews with management the Company’s compensation philosophy, objectives, and targets. Our CEO works closely with our Compensation Committee in managing our executive compensation program and attends meetings of our Compensation Committee. Because of his daily involvement with the executive team, our CEO makes recommendations to the Compensation Committee regarding compensation for the executive officers other than himself. Our CEO does not participate in discussions with our Compensation Committee or our Board regarding his own compensation. Our Compensation Committee has retained Meridian Compensation Partners (“Meridian”) as its independent executive compensation advisor to support our Compensation Committee as our executive compensation program continues to mature. Following Meridian’s engagement, our Compensation Committee reviewed the peer group that it would use for benchmarking purposes related to 2023 executive compensation determinations. After considering multiple factors, including annual revenue, system-wide sales, market capitalization, EBITDA, franchise focus, and historical and projected growth rates, our Compensation Committee approved the peer group set forth below. The Compensation Committee believes that Driven Brands’ positioning between the 25th and 50th percentiles of the peer group for annual revenue, and closer to the 50th percentile for system-wide sales, makes the peer group a good basis for compensation benchmarking.

  44. Process for Determining Executive Compensation

    | Peer Group used for 2023 Compensation Decisions | | | | | Academy Sports and Outdoors | Domino’s Pizza | Papa John’s International | Valvoline | | Avis Budget Group | Five Below | Planet Fitness | Williams-Sonoma | | Bloomin’ Brands | Floor & Décor Holdings | Restaurant Brands International | Wyndham Hotels & Resorts | | Choice Hotels International | Hertz Global Holdings | Texas Roadhouse | | | Dick’s Sporting Goods | Jack in the Box | The Wendy’s Co. | |

  45. Elements of Executive Compensation

    (1) In connection with Mr. Rivera’s promotion effective February 20, 2023, Mr. Rivera’s annual base salary was increased from $450,000 to $575,000. (2) Amounts converted from Canadian dollars to United States dollars using the exchange rate as of the close of business on December 30, 2023 (1 CAD = 0.7549 USD). (3) Ms. Mason’s employment was terminated in May 2023 and the amount shown reflects her annual base salary as in effect prior to termination. Annual Incentive Compensation During fiscal year 2023, our NEOs were eligible to participate in our annual performance-based cash bonus plan (“ABP”). The 2023 annual target bonus (as a percentage of base salary) for each of our NEOs under the ABP are set forth below.

  46. Elements of Executive Compensation

    | Name | 2023 Target Bonus (% of Base Salary) | | Jonathan Fitzpatrick | 150% | | Gary W. Ferrera(1) | 100% | | Daniel R. Rivera | 100% | | Michael Macaluso | 100% | | Scott O’Melia | 75% | | Tiffany Mason(2) | 75% |

  47. Elements of Executive Compensation

    | | Weight | Threshold Performance (Percentage of Target) | Target Performance (Percentage of Target) | Max Performance (Percentage of Target) | | Payout (% of target) | | 50% | 100% | 200% | | Adjusted EBITDA(1) | 50% | 95% | 100% | 120% | | Payout (% of target) | | 80% | 100% | 100% | | Revenue | 10% | 80% | 100% | N/A | | New Unit Growth | 25% | | | | | Same-Store Sales | 15% | | | |

  48. Elements of Executive Compensation

    | | Weight | Threshold Performance (Percentage of Target) | Target Performance (Percentage of Target) | Max Performance (Percentage of Target) | | Payout (% of target) | | 50% | 100% | 200% | | Adjusted EBITDA | 25% | 95% | 100% | 120% | | Adjusted EBITDA—Paint, Collision and Glass Segment | 25% | | | | | Payout (% of target) | | 80% | 100% | 100% | | Revenue—Paint, Collision & Glass Segment | 10% | 80% | 100% | N/A | | New Unit Growth—Paint, Collision & Glass Segment | 25% | | | | | Same-Store Sales—Paint, Collision & Glass Segment | 15% | | | |

  49. Elements of Executive Compensation

    In addition to the noted metrics, the overall bonus payout was subject to a 20% reduction if a material weakness in internal controls was reported in the Company’s Annual Report on Form 10-K for the 2023 fiscal year. The Board also reserves the right to adjust individual payouts based on extraordinary performance or event(s). In 2023, the performance for both of the Company’s Revenue and Same Store Sales metrics were between threshold and target performance. The Company’s Adjusted EBITDA and New Unit Growth performance did not achieve the threshold performance levels under the ABP. The Paint, Collision & Glass segment’s Revenue performance was between threshold and target performance and Same Store Sales performance exceeded target performance. The Paint, Collision & Glass Segment’s Adjusted EBITDA and New Unit Growth performance did not achieve the threshold performance levels under the ABP. Based on the Company’s performance, the initial payout percentages calculated for Messrs. Fitzpatrick, Rivera, and O’Melia was 23% of their respective bonus targets and for Mr. Macaluso was 24% of his bonus target. In February 2024, the Compensation Committee reviewed the Company’s overall performance in 2023, exercised its judgment, and adjusted the ABP payout percentages so that Messrs. Fitzpatrick and O’Melia would each receive 15% of their respective bonus target, Mr. Rivera would receive 30% of his bonus target, and Mr. Macaluso would receive 0% of his bonus target. The Compensation Committee reduced the payout percentages for Messrs. Fitzpatrick, Macaluso, and O’Melia in recognition of the Company’s financial performance in 2023 and increased Mr. Rivera’s payout percentage in recognition of his service as Interim President of the U.S. Car Wash division from August 2023 through February 2024. Mr. Ferrera’s 2023 ABP was paid out at 100% of his target bonus in accordance with the terms of his employment agreement, which the Compensation Committee determined was appropriate to induce Mr. Ferrera to join Driven Brands.

  50. Elements of Executive Compensation

    | Name | Payout % (of Target) | Payout $ | | Jonathan Fitzpatrick | 15% | 225,000 | | Gary W. Ferrera | 100% | 675,000 | | Daniel R. Rivera(1) | 30% | 167,466 | | Michael Macaluso | 0% | 0 | | Scott O’Melia | 15% | 53,438 | | Tiffany Mason | 0% | 0 |

  51. Elements of Executive Compensation

    (1) Mr. Rivera’s base salary was increased in February 2023 in connection with his promotion. His 2023 bonus reflects the portion of the year his salary was at each level. Long-Term Incentive Compensation—Equity We believe that long-term equity compensation is important to assure that the interests of our executives are aligned with those of our stockholders, thus promoting value-creation for our executives and our stockholders. We provide equity-based incentive compensation to our NEOs because it links our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that such officers have a continuing stake in our long-term success. Accordingly, in 2023, the Company granted long-term equity incentive (“LTI”) awards to our NEOs. Pursuant to the 2023 NEO LTI program, the Company granted both RSUs and PSUs. The RSUs comprised 1/3rd of the target award value and the PSUs comprised 2/3rd of the target award value. Of the PSUs granted, 60% vest based on the Company’s cumulative Adjusted EBITDA for the three fiscal years in the performance period and 40% vest based on the Company’s relative TSR over the performance period. The performance period for the 2023 PSUs is the three fiscal years from 2023 through 2025 (“Performance Period”). The following table sets forth the key provisions of the 2023 LTI awards.

  52. 2023 Long-term Incentive Compensation

    2023 Long-term Incentive Compensation

  53. 2023 Long-term Incentive Compensation

    | Vehicle | Vesting Criteria | Objective | Key Design Features | | RSUs (33% of award value) | Ratably over three years | • Alignment with shareholders • Retention of executive officers | • Value driven by our stock price performance | | PSUs (67% of award value) | Cumulative Adjusted EBITDA over the Performance Period (60% of PSUs) | • Incentivize delivery of long-term strategy | • 0-200% of the units vest based on the Company’s financial performance against a pre-set target | | | Relative TSR against constituents of S&P 400 Midcap Index over the Performance Period (40% of PSUs) | • Incentivize relative stock price outperformance • Align with experience of shareholders | • 0-200% of units vest based on the Company’s relative TSR |

  54. 2023 Long-term Incentive Compensation

    The number of PSUs that vest following the Performance Period is determined based on the following performance scale. The Company does not disclose its target Cumulative Adjusted EBITDA for fiscal years 2023 – 2025 due to the risk of competitive harm, but the target is set at a level that meets or exceeds the publicly issued guidance provided by the Company and is subject to adjustment to account for significant transactions that impact cumulative Adjusted EBITDA.

  55. 2023 Long-term Incentive Compensation

    | 32 | | 2024 Proxy Statement |

  56. 2023 PSU Metrics and Weightings

    2023 PSU Metrics and Weightings

  57. 2023 PSU Metrics and Weightings

    | Metric | Weight | Threshold | Target | Max | | Payout (% of target) | | 50% | 100% | 200% | | Cumulative Adjusted EBITDA | 60% | 90% of target | 100% of target | 110% of target | | Relative TSR(1) | 40% | 25th percentile | 50th percentile | 75th percentile |

  58. 2023 PSU Metrics and Weightings

    (1) Performance relative to the S&P MidCap 400 Index constituents at the beginning of the Performance Period.

  59. 2023 Target LTI Award Values

    2023 Target LTI Award Values The following table sets forth the target award values for each of our NEOs (other than Mr. Ferrera, whose 2023 LTI awards are described below) in 2023:

  60. 2023 Target LTI Award Values

    | Name | Target Value ($) | | Jonathan Fitzpatrick | 5,000,000 | | Daniel R. Rivera | 1,438,000 | | Michael Macaluso | 800,000 | | Scott O’Melia | 950,000 | | Tiffany Mason(1) | 1,100,000 |

  61. 2023 Target LTI Award Values

    (1) Ms. Mason’s 2023 annual LTI awards were forfeited upon her termination of employment. The number of RSUs and PSUs granted to the NEOs above was determined by taking the average of the closing price of the Company’s stock for the 10 trading days prior to the grant date, which in 2023 was $28.53. For the number of RSUs and target PSUs granted and the accounting grant date fair value of such awards, see the “2023 Grants of Plan-Based Awards Table.” Ferrera Awards As noted above, Mr. Ferrera was appointed as our Chief Financial Officer in May 2023. Because Mr. Ferrera’s appointment occurred after the grant of our annual 2023 LTI awards to our other NEOs, in connection with his appointment, Mr. Ferrera received (i) a one-time cash sign-on bonus of $100,000, which is subject to repayment if Mr. Ferrera voluntarily leaves the Company prior to May 10, 2024, (ii) a one-time grant of RSUs with a value of approximately $1.75 million which will vest ratably on the first three anniversaries of the date of grant, and (iii) a one-time grant of PSUs with a value of approximately $1.75 million that will vest based on the same performance metrics as our 2023 annual PSUs described above and over the same 2023-2025 performance period. Initial Public Offering Equity Awards Prior to our initial public offering (“IPO”), each of our NEOs (other than Mr. Ferrera) was granted profits interests (i.e., Class B Common Units (“Class B Units”)) in Driven Investor LLC. In connection with our IPO, the Class B Units were exchanged for an economically equivalent number of vested shares of our common stock and unvested shares of restricted stock (the “Distributed Shares”) and stock options with an exercise price of $22.00 per share, to acquire shares of our common stock (the “Top-Up Options”). A portion of the Distributed Shares and the Top-Up Options was granted subject to time-based vesting and a portion was granted subject to vesting criteria based on the Principal Stockholders’ internal rate of return and ownership percentage (the “Sponsor-Based Vesting Requirements”). The grant agreements for the Distributed Shares and Top-Up Options set forth terms and conditions that are consistent with the grant agreements for the Class B Units, that the Company issued prior to its IPO, and before it had established its Compensation Committee.

  62. 2023 Target LTI Award Values

    | 2024 Proxy Statement | | 33 |

  63. 2023 Target LTI Award Values

    In October 2023, the Compensation Committee and the Board amended the Sponsor-Based Vesting Requirements of the applicable outstanding Distributed Shares and Top-Up Options held by current employees and directors, including the NEOs (except for Ms. Mason who was terminated prior to such date), so that such applicable Distributed Shares and Top-Up Options would instead vest in full on April 30, 2025, subject to the applicable holder’s continuous service with the Company through the vesting date (such modified awards, the “Converted Distributed Shares” and “Converted Top-Up Options”, respectively, and such modification, the “IPO Award Modification”). The exercise price and expiration date of the Converted Top-Up Options were not adjusted by the IPO Award Modification. The Compensation Committee and Board amended the Sponsor-Based Vesting Requirements of such awards because the satisfaction of such vesting conditions was generally subject to factors outside management’s direct control and were primarily for the benefit of our Principal Stockholder. Thus, the Compensation Committee and the Board determined to shift such awards to a time-based vesting schedule to strengthen the retention incentives of such awards and further align the interests of our key employees with our stockholders more generally. Although the IPO Award Modification results in additional values included in the Summary Compensation Table below, these equity awards remain outstanding, the NEOs did not actually realize the value shown and such actions did not increase our existing equity plan’s overhang. See the “2023 Grants of Plan Based Awards Table” and “Outstanding Equity Awards at Fiscal Year-End 2023 Table” for additional information.

  64. Employee Benefits, Retirement and Perquisites

    Employee Benefits, Retirement and Perquisites In addition to medical, dental and disability benefits generally available to our broader employee population, we provide certain limited perquisites to our NEOs, which we have determined are appropriate for recruitment and retention of qualified executive officers. The perquisites and other benefits provided to our NEOs in 2023 included company-paid group life insurance premiums, annual executive physicals, and use of a Company car for Mr. Macaluso. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Attributed costs of the perquisites and personal benefits described above for our NEOs are included in the column “All Other Compensation” of the Summary Compensation Table. We also provide a qualified retirement savings plan to our NEOs and our NEOs are eligible to participate in the Driven Brands, Inc. Non-qualified Deferred Compensation Plan. See “Retirement Benefits” for additional information regarding such plans. For a description of the cash severance payments and benefits potentially payable to our NEOs following certain terminations of employment pursuant to the terms of each NEO’s employment agreement, see “Potential Payments Upon Termination of Employment or Change in Control” for additional information.

  65. Hedging and Pledging Policy

    | • | Shares owned outright, including vested restricted stock |

  66. Hedging and Pledging Policy

    | • | Unvested time-based restricted stock, including the Converted Distributed Shares |

  67. Hedging and Pledging Policy

    | • | Unvested RSUs |

  68. Hedging and Pledging Policy

    Stock options (whether or not vested) and unvested PSUs and performance-based restricted stock awards may not be used to fulfill ownership guidelines. The Compensation Committee reviews the guidelines and monitors compliance with them annually. Our current NEOs have until March 2027, other than Mr. Ferrera who has until May 2028, to comply with the stock ownership guidelines, and future executive officers will have five years from receipt of their first full LTI grant to comply with the guidelines. Currently, all our NEOs (other than Ms. Mason whose employment has terminated) are in compliance with the stock ownership guidelines or are on track to comply by March 2027, or May 2028, in the case of Mr. Ferrera. In the event that an executive officer is not in compliance with these guidelines, the Compensation Committee has the right to take action. Clawback Provisions In 2023, we adopted a Rule 10D-1 Clawback Policy, which is intended to comply with the requirements of Listing Rule 5608 adopted by the Nasdaq Stock Market implementing Rule 10D-1 under the Securities Exchange Act of 1934. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. In addition, our RSU and PSU grant agreements permit the Compensation Committee to, among other actions, cancel such awards (including awards subject to time-based vesting conditions) if the executive engages in activity that is in conflict with or adverse to the interests of the Company or any affiliate, including fraud, violation of any restrictive covenants, and conduct contributing to any financial restatements.

  69. Compensation Risk Assessment

    | • | The types of compensation offered (including fixed and incentive, as well as short-term and long-term incentives); |

  70. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth information regarding the compensation paid to, awarded to, or earned by our NEOs, for services rendered in all capacities during the fiscal year ended December 30, 2023, December 31, 2022, and December 25, 2021.

  71. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(2) ($) | Stock Awards(3)(4) ($) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) ($) | Total ($) | | Jonathan Fitzpatrick President and Chief Executive Officer | 2023 | 1,000,000 | — | 22,442,237 | 5,363,937 | 225,000 | 44,442 | 29,075,616 | | | 2022 | 1,000,000 | 277,500 | 4,246,586 | — | 1,252,500 | 28,875 | 6,805,461 | | | 2021 | 600,000 | — | — | 13,240,000 | 967,500 | 29,767 | 14,837,267 | | Gary Ferrera Executive Vice President and Chief Financial Officer | 2023 | 430,962 | 775,000 | 3,509,449 | — | — | 13,479 | 4,728,890 | | Daniel Rivera Executive Vice President and Chief Operating Officer | 2023 | 555,769 | 37,401 | 5,993,746 | 841,686 | 130,065 | 30,413 | 7,589,080 | | | 2022 | 450,000 | — | 1,019,180 | — | 540,000 | 13,706 | 2,022,886 | | | 2021 | 375,000 | — | — | 3,310,000 | 500,000 | 11,790 | 4,196,790 | | Michael Macaluso(1) Executive Vice President and Group President Paint, Collision & Glass | 2023 | 390,529 | — | 3,074,023 | 760,280 | — | 39,346 | 4,264,179 | | | 2022 | 387,435 | 405,152 | 905,930 | — | 326,958 | 177,290 | 2,202,761 | | | 2021 | 312,120 | — | — | 3,310,000 | 304,317 | 25,803 | 3,952,240 | | Scott O’Melia Executive Vice President, General Counsel, and Secretary | 2023 | 475,000 | — | 1,556,470 | 1,140,187 | 53,438 | 18,570 | 3,243,665 | | | 2022 | 475,000 | 65,906 | 1,075,791 | — | 297,469 | 7,826 | 1,921,993 | | | 2021 | 400,000 | — | — | 2,648,000 | 322,500 | 7,396 | 3,377,896 | | Tiffany Mason Former Executive Vice President and Chief Financial Officer | 2023 | 198,846 | — | 2,145,717(7) | 1,188,786(7) | — | 330,819 | 3,864,168 | | | 2022 | 550,000 | 76,313 | 1,245,657 | — | 344,438 | 16,594 | 2,233,002 | | | 2021 | 485,000 | — | — | 3,972,000 | 391,031 | 14,550 | 4,862,581 |

  72. Summary Compensation Table

    Footnotes: (1) Mr. Macaluso’s amounts are converted from Canadian dollars to United States dollars using the exchange rate as of the close of business on the end of the applicable fiscal year, which was (1 CAD = 0.7549 USD) for fiscal year 2023. (2) For Mr. Ferrera, includes his one-time cash sign-on bonus of $100,000 and 2023 Annual Bonus Program (“ABP”) bonus of $675,000. For Mr. Rivera, the reported amount reflects the discretionary portion of the 2023 ABP. For further details, please refer to the Compensation Discussion & Analysis, Annual Incentive Compensation Section. (3) For 2023 stock awards, amounts reflect the grant date value of PSUs and RSUs, in each case calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation,” (“FASB, ASC Topic 718”). For the PSUs, the amounts reported are based on the probable outcome of the performance conditions at grant, which was target. The grant date fair value of the PSUs, assuming maximum performance, would have been as follows: Mr. Fitzpatrick: $6,541,388; Mr. Ferrera: $3,321,532; Mr. Rivera: $1,880,648; Mr. Macaluso: $1,046,620; Mr. O’Melia: $1,242,872; and Ms. Mason: $1,439,123. Actual units awarded at time of grant are determined based on the average closing price on the 10 trading days preceding the grant date which may, at times, result in a difference between the target award value presented in the Long-Term Incentive Compensation section and the values reported in this table. The valuation of the awards for fiscal 2023 include a Monte Carlo valuation for 40% of the PSUs granted, the assumptions for which are set forth in Note 16 to the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. (4) For Messrs. Fitzpatrick, Rivera, Macaluso, and O’Melia, the 2023 Stock Awards amounts include, and the 2023 Option Awards amounts represent, the incremental accounting value, determined in accordance with FASB, ASC Topic 718, recognized due to modification of the Converted Distributed Shares and Converted Top-Up Options to a time-based vesting schedule. For additional details regarding such modification, see “Compensation Discussion and Analysis—Long Term Equity Incentive Awards—Initial Public Offering Equity Awards.” (5) Amounts set forth represent cash bonuses paid to each of our NEOs based on achievement of certain financial and operational performance goals for fiscal year 2023 under the ABP. Additional information regarding the determination of the payments under the ABP for 2023 is included in the Compensation Discussion & Analysis under the subheading “Elements of Executive Compensation— Annual Incentive Compensation.”

  73. Summary Compensation Table

    | 2024 Proxy Statement | | 37 |

  74. Summary Compensation Table

    (6) Amounts reported under All Other Compensation reflect the following:

  75. Summary Compensation Table

    | Name | Company 401(k)/ Retirement Plan Match ($) | Company Deferred Compensation Match ($) | Group Term Life ($) | Executive Medical Program ($) | Car Allowance ($) | Vacation/Paid Time Off ($)(a) | Severance Payments ($)(b) | Total ($) | | Jonathan Fitzpatrick | 13,200 | 30,000 | 1,242 | — | — | — | — | 44,442 | | Gary Ferrera | 11,423 | — | 2,056 | — | — | — | — | 13,479 | | Daniel Rivera | 13,200 | 16,673 | 540 | — | — | — | — | 30,413 | | Michael Macaluso | — | — | — | — | 7,143 | 32,203 | — | 39,346 | | Scott O’Melia | 13,200 | — | 1,242 | 4,128 | — | — | — | 18,570 | | Tiffany Mason | 13,200 | — | 312 | — | — | — | 317,307 | 330,819 |

  76. Summary Compensation Table

    (a) Reflects a cash out of certain unused Paid Time Off accrued throughout his tenure. (b) Represents severance payments paid to Ms. Mason in connection with her termination without cause. For additional information, see “Potential Payments Upon Termination of Employment or Change in Control - Departure of Ms. Mason”. (7) In connection with Ms. Mason’s termination without cause, Ms. Mason received accelerated vesting of certain unvested equity awards. The Stock Awards amounts include, and Option Awards amounts represent, the incremental accounting value associated with accelerated vesting of her equity awards. For more information regarding the treatment of her equity awards, see the “Potential Payments Upon Termination of Employment or Change in Control – Departure of Ms. Mason” section below.

  77. Summary Compensation Table

    | 38 | | 2024 Proxy Statement |

  78. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to certain grants of plan-based awards during fiscal year 2023 for each of our NEOs.

  79. 2023 Grants of Plan-Based Awards

    | Name | Award Type | Grant Date(1) | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities underlying Options (#) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jonathan Fitzpatrick | Restricted Stock Units | 2/28/2023 | | | | | | | 58,360 | | | 1,632,621 | | | Performance Stock Units | 2/28/2023 | | | | 58,447 | 116,894 | 233,788 | | | | 3,558,838 | | | 2023 Annual Bonus Program | | 975,000 | 1,500,000 | 2,250,000 | | | | | | | | | | Converted Distributed Shares(5) | 10/30/2023 | | | | | | | 1,547,155 | | | 17,250,778 | | | Converted Top-Up Options(5) | 10/30/2023 | | | | | | | | 1,233,089 | $22.00 | 5,363,937 | | Gary Ferrera | Restricted Stock Units | 5/10/2023 | | | | | | | 59,101 | | | 1,660,738 | | | Performance Stock Units | 5/10/2023 | | | | 29,551 | 59,102 | 118,204 | | | | 1,848,711 | | Daniel Rivera | Restricted Stock Units | 2/28/2023 | | | | | | | 16,779 | | | 469,393 | | | Performance Stock Units | 2/28/2023 | | | | 16,804 | 33,607 | 67,214 | | | | 1,023,165 | | | 2023 Annual Bonus Program | | 361,250 | 555,769 | 833,654 | | | | | | | | | | Converted Distributed Shares(5) | 10/30/2023 | | | | | | | 403,694 | | | 4,501,188 | | | Converted Top-Up Options(5) | 10/30/2023 | | | | | | | | 193,491 | $22.00 | 841,686 | | Michael Macaluso | Restricted Stock Units | 2/28/2023 | | | | | | | 9,338 | | | 261,231 | | | Performance Stock Units | 2/28/2023 | | | | 9,352 | 18,703 | 37,406 | | | | 569,413 | | | 2023 Annual Bonus Program | | 254,029 | 390,813 | 586,220 | | | | | | | | | | Converted Distributed Shares(5) | 10/30/2023 | | | | | | | 201,200 | | | 2,243,380 | | | Converted Top-Up Options(5) | 10/30/2023 | | | | | | | | 174,777 | $22.00 | 760,280 |

  80. 2023 Grants of Plan-Based Awards

    | 2024 Proxy Statement | | 39 |

  81. 2023 Grants of Plan-Based Awards

    | Name | Award Type | Grant Date(1) | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities underlying Options (#) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Scott O’Melia | Restricted Stock Units | 2/28/2023 | | | | | | | 11,088 | | | 310,187 | | | Performance Stock Units | 2/28/2023 | | | | 11,105 | 22,210 | 44,420 | | | | 676,183 | | | 2023 Annual Bonus Program | | 231,563 | 356,250 | 534,375 | | | | | | | | | | Converted Distributed Shares(5) | 10/30/2023 | | | | | | | 51,130 | | | 570,100 | | | Converted Top-Up Options(5) | 10/30/2023 | | | | | | | | 262,112 | $22.00 | 1,140,187 | | Tiffany Mason | Restricted Stock Units(6) | 2/28/2023 | | | | | | | 12,839 | | | 359,171 | | | Performance Stock Units(6) | 2/28/2023 | | | | 12,859 | 25,717 | 51,434 | | | | 782,954 | | | 2023 Annual Bonus Program(6) | | 268,125 | 412,500 | 618,750 | | | | | | | | | | Accelerated Restricted Shares(7) | 6/5/2023 | | | | | | | 38,914 | | | 1,003,592 | | | Accelerated Top-Up Options(7) | 6/5/2023 | | | | | | | | 97,762 | $22.00 | 1,188,786 |

  82. 2023 Grants of Plan-Based Awards

    (1) For the Converted Distributed Shares and Converted Top-Up Options, the grant date of October 30, 2023 indicates the date upon which the Board approved the IPO Award Modification. (2) The amounts shown represent the threshold, target, and maximum amounts payable under the 2023 ABP. Threshold payout level represents the minimum level of performance achievement required for each of the metrics, and payout amount reflects weighted Threshold payout level at 65% of Target. The Maximum payout level reflects a weighted average maximum of 150% under the plan. (3) The amounts shown represent the range of shares eligible to vest under the 2023 PSU grant. The amounts shown in the Target column represent the target number of shares that could vest for each NEO if 100% of the performance objectives are achieved, as measured on December 27, 2025 for the three-year performance period, weighted at 60% 3-year EBITDA attainment, and 40% relative TSR ranking compared to the companies comprising the S&P Midcap 400 Index on date of grant. The amounts shown in the Maximum column represent the maximum number of shares that could vest under the PSU grant—200% of the target shares granted. The amounts shown in the Threshold column represent the minimum number of shares that could vest under the PSU grant if the minimum qualifying level of performance is achieved on both of the performance objectives—50% of the target shares granted. (4) Amounts in this column represent the aggregate grant date fair value of the equity awards granted or modified during fiscal 2023, calculated in accordance with FASB, ASC Topic 718. See Note 16 to the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, for more information about the assumptions used to determine these amounts. (5) As described in the “Compensation Discussion and Analysis,” the Converted Distributed Shares and Converted Top-Up Options were modified to be subject to a time-based vesting schedule during 2023. These amounts represent the incremental fair value determined as of the date of such modification in accordance with FASB, ASC 718 calculated (i) using the closing price of our common stock on such date of $11.15 for the Converted Distributed Shares, and (ii) using a Black-Scholes model on such date of $4.35 per share for Converted Top-Up Options. (6) Ms. Mason’s 2023 ABP, RSUs, and PSUs were forfeited upon her termination of employment. (7) In connection with Ms. Mason’s termination without cause, Ms. Mason received accelerated vesting of certain unvested equity awards. These amounts represent the incremental fair value associated with such accelerated vesting determined as of the date of such acceleration. For more information regarding the treatment of her equity awards, see the “Potential Payments Upon Termination of Employment or Change in Control— Departure of Ms. Mason” section below.

  83. 2023 Grants of Plan-Based Awards

    | 40 | | 2024 Proxy Statement |

  84. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information about the outstanding equity awards held by our NEOs as of December 30, 2023. Market values reflected below are calculated based on our closing stock price of $14.26 on December 29, 2023 (the last trading day of our 2023 fiscal year).

  85. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: Number of Securities Underlying Unexercised Unearned Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity incentive plan awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity incentive plan awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Jonathan Fitzpatrick | 1/14/2021 | 317,496 | 211,663(1) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | 1,233,089(2) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | | | | | 1,547,155(3) | $22,062,430 | | | | | 1/14/2021 | | | | | | 51,754(4) | $738,012 | | | | | 1/14/2021 | | | | | | 15,549(5) | $221,729 | | | | | 12/20/2021 | | 1,000,000(6) | | $30.63 | 12/20/2031 | | | | | | | 3/22/2022 | | | | | | 30,708(7) | $437,896 | | | | | 3/22/2022 | | | | | | | | 46,132(8) | $657,835 | | | 2/28/2023 | | | | | | 58,360(9) | $832,214 | | | | | 2/28/2023 | | | | | | | | 58,447(10) | $833,445 | | Gary Ferrera | 5/10/2023 | | | | | | 59,101(11) | $842,780 | | | | | 5/10/2023 | | | | | | | | 29,551(10) | $421,397 | | Daniel Rivera | 1/14/2021 | 44,958 | 29,972(12) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | 193,491(2) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | | | | | 403,694(3) | $5,756,676 | | | | | 1/14/2021 | | | | | | 20,223(4) | $288,380 | | | | | 12/20/2021 | | 250,000(6) | | $30.63 | 12/20/2031 | | | | | | | 3/22/2022 | | | | | | 7,370(7) | $105,096 | | | | | 3/22/2022 | | | | | | | | 11,072(8) | $157,880 | | | 2/28/2023 | | | | | | 16,779(9) | $239,269 | | | | | 2/28/2023 | | | | | | | | 16,804(10) | $239,618 | | Michael Macaluso | 1/14/2021 | 57,559 | 29,972(12) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | 174,777(2) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | | | | | 201,200(3) | $2,869,112 | | | | | 1/14/2021 | | | | | | 20,223(4) | $288,380 | | | | | 12/20/2021 | | 250,000(6) | | $30.63 | 12/20/2031 | | | | | | | 3/22/2022 | | | | | | 6,551(7) | $93,417 | | | | | 3/22/2022 | | | | | | | | 9,842(8) | $140,340 | | | 2/28/2023 | | | | | | 9,338(9) | $133,160 | | | | | 2/28/2023 | | | | | | | | 9,352(10) | $133,352 |

  86. Outstanding Equity Awards at Fiscal Year-End 2023

    | 2024 Proxy Statement | | 41 |

  87. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: Number of Securities Underlying Unexercised Unearned Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity incentive plan awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity incentive plan awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Scott O’Melia | 1/14/2021 | 78,873 | 52,580(13) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | 262,112(2) | | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | | | | | | 51,130(3) | $729,114 | | | | | 1/14/2021 | | | | | | 5,064(14) | $72,213 | | | | | 1/14/2021 | | | | | | 2,598(5) | $37,047 | | | | | 1/14/2021 | | | | | | 2,598(5) | $37,047 | | | | | 12/20/2021 | | 200,000(6) | | $30.63 | 12/20/2031 | | | | | | | 3/22/2022 | | | | | | 7,780(7) | $110,943 | | | | | 3/22/2022 | | | | | | | | 11,687(8) | $166,679 | | | 2/28/2023 | | | | | | 11,088(9) | $158,115 | | | | | 2/28/2023 | | | | | | | | 11,105(10) | $158,357 | | Tiffany Mason | 1/14/2021 | | | 37,437(15) | $22.00 | 5/4/2025 | | | | | | | 1/14/2021 | | | 28,088(15) | $22.00 | 5/4/2025 | | | | | | | 1/14/2021 | | | | | | | | 25,259(15) | $360,186 | | | 1/14/2021 | | | | | | | | 3,236(15) | $46,145 |

  88. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) Represents Top-Up Options granted under the Omnibus Incentive Plan in connection with the redemption of each NEO’s Class B Units that vest based solely on continued employment of which 38,352 vest on each of January 1, 2024 and 2025 and 67,479 vest on each of August 3, 2024 and 2025. (2) Represents Converted Top-Up Options which will vest on April 30, 2025. (3) Represents Converted Distributed Shares which will vest on April 30, 2025. (4) Represents shares of restricted stock that vest ratably on each of January 1, 2024 and 2025. (5) Represents shares of restricted stock that vest ratably on each of August 3, 2024 and 2025. (6) Represents stock options that fully vest on December 20, 2025. (7) Represents RSUs that will vest ratably on each of March 22, 2024 and 2025. (8) Represents unvested PSUs with a performance period ending on December 28, 2024, which will vest based on the achievement of the applicable performance metrics. In accordance with applicable SEC disclosure rules we have shown the number of PSUs that would be earned assuming achievement of the threshold level of performance (i.e. 50% of the target PSUs). (9) Represents RSUs that will vest ratably on each of February 28, 2024, 2025, and 2026. (10) Represents unvested PSUs with a performance period ending on December 27, 2025, which will vest based on the achievement of the applicable performance metrics. In accordance with applicable SEC disclosure rules we have shown the number of PSUs that would be earned assuming achievement of the threshold level of performance (i.e. 50% of the target PSUs). (11) Represents RSUs that will vest ratably on each of May 10, 2024, 2025, and 2026. (12) Represents Top-Up Options granted under the Omnibus Incentive Plan in connection with the redemption of each NEO’s Class B Units that vest based solely on continued employment of which 14,986 vest on each of January 1, 2024 and 2025. (13) Represents Top-Up Options granted under the Omnibus Incentive Plan in connection with the redemption of each NEO’s Class B Units that vest based solely on continued employment of which 3,752 vest on each of May 4, 2024 and 2025 and 22,538 vest on each of August 3, 2024 and 2025. (14) Represents shares of restricted stock that vest ratably on each of May 4, 2024 and 2025. (15) In connection with Ms. Mason’s termination of employment without cause, the Company waived the continuous service vesting condition with respect to a portion of her Top-Up Options subject to Sponsor-Based Vesting Requirements and a portion of her Distributed Shares subject to Sponsor-Based Vesting Requirements, and such awards will vest if the underlying Sponsor-Based Vesting Requirements are achieved by May 4, 2025. In accordance with applicable SEC rules, the amounts shown above reflect such outstanding Top-Up Options and Distributed Shares assuming achievement of the threshold level of performance (i.e., 50%).

  89. Outstanding Equity Awards at Fiscal Year-End 2023

    | 42 | | 2024 Proxy Statement |

  90. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table presents information regarding the exercise of stock options and vesting of restricted stock and RSU awards held by our NEOs for fiscal year 2023.

  91. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Jonathan Fitzpatrick | — | — | 49,006 | $1,264,442 | | Gary Ferrera | | | — | — | | Daniel Rivera | — | — | 13,796 | $380,570 | | Michael Macaluso | — | — | 17,600 | $484,582 | | Scott O’Melia | — | — | 9,017 | $223,564 | | Tiffany Mason | 165,259 | 639,141 | 53,528 | $1,414,491 |

  92. Option Exercises and Stock Vested in Fiscal Year 2023

    (1) For Ms. Mason represents options exercised in connection with her termination. (2) Represents the number of time-based restricted shares and time-based RSUs that vested pursuant to the vesting schedules as described further in the footnotes under the “Outstanding Equity Awards” table. (3) Represents the value calculated by multiplying (a) the closing market price of our common stock on the vesting date by (b) the number of shares of stock that vested.

  93. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  94. Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Jonathan Fitzpatrick | Non-Qualified Deferred Compensation Plan | 30,000 | 30,000 | 51,486 | — | 331,647 | | Daniel Rivera | Non-Qualified Deferred Compensation Plan | 16,673 | 16,673 | 4,077 | — | 37,424 |

  95. Nonqualified Deferred Compensation Table

    | 44 | | 2024 Proxy Statement |

  96. Nonqualified Deferred Compensation Table

    (1) Amount shown reflects Company matching contributions made pursuant to the Driven Brands, Inc. Non-Qualified Deferred Compensation Plan and is reported as compensation for fiscal year 2023 in the “All Other Compensation” column of the Summary Compensation Table. (2) Amounts shown for Mr. Fitzpatrick and Mr. Rivera are not reported as compensation for fiscal year 2023 in the “Summary Compensation Table” since it does not reflect above-market or preferential earnings. (3) Amount shown includes the following amounts previously reported in the “Summary Compensation Table” in prior fiscal years: (i) for Mr. Fitzpatrick, $142,569, and (ii) for Mr. Rivera, $0.

  97. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Our NEOs are eligible to receive certain severance payments and benefits under their employment agreements and equity award agreements in connection with a termination of employment under various circumstances and/or a change in control of us. In 2023, we entered into a separation agreement with Ms. Mason in connection with her termination of employment, which constituted a termination without cause under Ms. Mason’s employment agreement. For information regarding the terms of such separation agreement and the severance provided to Ms. Mason, see the “Departure of Ms. Mason” section below.

  98. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  99. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | SCT Total Compensation for PEO (1) | Compensation Actually Paid to PEO (2) | Average SCT Total Compensation for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Company’s Cumulative TSR (4) | Peer Index Cumulative TSR (5) | Net Income (6) | | Adjusted EBITDA (7) | | 2023 | $29,075,616 | $20,082,673 | $4,737,996 | $1,136,383 | $53 | $113 | ($ | 744,962,000) | $516,887,000 | | 2022 | $6,805,461 | $3,099,419 | $2,095,160 | $1,175,506 | $102 | $79 | | 43,173,000 | $498,806,000 | | 2021 | $14,837,267 | $20,206,196 | $4,097,377 | $5,382,806 | $125 | $120 | | 9,536,000 | $350,067,000 |

  100. Pay Versus Performance

    (1) The dollar amounts reported represent the amounts reported in the “Total” column of the Summary Compensation Table in each applicable year for our CEO, Jonathan Fitzpatrick (our “PEO”). (2) The dollar amounts reported represent the amount of “compensation actually paid” to our PEO and the average “compensation actually paid” to our NEOs as a group, excluding our PEO (the “Non-PEO NEOs”), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to 2023 total compensation to determine the 2023 compensation actually paid, with amounts for Non-PEO NEOs reflected as the average amounts for the Non-PEO NEOs as a group:

  101. Pay Versus Performance

    | 2023 Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs | PEO | | Non-PEO NEOs | | | Summary Compensation Table Total | | 29,075,616 | | 4,737,996 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | ($ | 27,806,174) | ($ | 4,042,069) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | | 1,081,432 | | 331,641 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | | 18,141,533 | | 1,040,923 | | Plus (less), change in fair value from prior fiscal year-end to vesting date of equity awards granted in prior years that vested in the year | ($ | 409,734) | | 381,409 | | Less, prior year-end fair value for any equity awards forfeited in the year | | 0 | ($ | 1,313,519) | | 2023 Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs | | 20,082,673 | | 1,136,383 |

  102. Pay Versus Performance

    (3) The dollar amounts reported represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are (i) for 2023, Gary Ferrera, Tiffany Mason, Daniel Rivera, Michael Macaluso, and Scott O’Melia, and (ii) for 2022 and 2021, Tiffany Mason, Daniel Rivera, Michael Macaluso, and Scott O’Melia. (4) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year and January 15, 2021 by the Company’s share price as of January 15, 2021. (5 ) The peer group used for this purpose is the following published industry index: S&P Retailing Industry Group Index. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Adjusted EBITDA is our earnings before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition-related costs, equity compensation, loss on debt extinguishment and certain non-recurring, non-core, infrequent or unusual charges. For more information regarding Adjusted EBITDA, including a reconciliation of it to the nearest GAAP metric, see Exhibit A. We adjusted how we calculated our Adjusted EBITDA to exclude adjustments for straight line rent; as such, the amounts shown above for 2022 and 2021 have been adjusted to reflect this additional adjustment.

  103. Pay Versus Performance

    | 2024 Proxy Statement | | 49 |

  104. Pay Versus Performance

    Financial Performance Measures As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  105. Pay Versus Performance

    | • | Adjusted EBITDA |

  106. Pay Versus Performance

    | • | Relative TSR |

  107. Pay Versus Performance

    | • | Revenue |

  108. Pay Versus Performance

    | • | Same Store Sales |

  109. Pay Versus Performance

    | • | New Unit Growth |

  110. Pay Versus Performance

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  111. Pay Versus Performance

    | 50 | | 2024 Proxy Statement |

  112. Pay Versus Performance

    | 2024 Proxy Statement | | 51 |

  113. CEO PAY RATIO

    CEO PAY RATIO Compensation at all levels of the Company is aligned with our philosophy of paying for performance, attracting, promoting, and retaining talent and aligning our employees’ interests with the interests of our stockholders. Consistent with that approach, the Company offers compensation packages to all employees that inspire and reward hard work, collaboration, integrity, and innovation. In accordance with SEC rules, the following ratio compares the annual total compensation of our median-paid (or middle) associate (the “median-paid associate”) for the 2023 fiscal year with the annual total compensation of Jonathan Fitzpatrick, our CEO in the 2023 fiscal year. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (the “pay ratio rule”). The annual total compensation of our median-paid associate, other than our CEO, was $32,014, calculated in the same manner as we calculate total compensation for purposes of the Summary Compensation Table. Our median-paid associate for the 2023 fiscal year was an hourly employee in the U.S. The annual total compensation of our CEO for the 2023 fiscal year, as reported in the Summary Compensation Table, was $29,075,616. Based on this information, for the 2023 fiscal year, the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid associate was 908 to 1. For purposes of the above disclosure, we are required to identify our median-paid associate based upon our total workforce, without regard to their location, compensation arrangements, or full-time, part-time, or seasonal status. For Fiscal 2023, we used the same median employee whom we identified as our median-paid associate for fiscal year 2022, using total annual expected earnings with default hours and salary rates for all associates included in the calculation as of December 31, 2022. We annualized pay for newly hired associates and associates on leave. We pay our Canadian associates in Canadian Dollars. For the purposes of this calculation, their pay was converted into U.S. Dollars using the exchange rate in effect on December 30, 2022. We determined to use the same median-paid associate for the calculation of the 2023 CEO Pay Ratio as the 2022 CEO Pay Ratio because there have been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure and we believe the median-paid associate identified in 2022 remains representative of our employee population. The pay ratio rule for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  114. CEO PAY RATIO

    | 52 | | 2024 Proxy Statement |

  115. CEO PAY RATIO

    PROPOSAL THREE:

  116. Promotion of Good Governance Practices

    | • | Director Compensation Limit. The Amended and Restated Plan provides for an annual limit of $500,000 on the awards that may be granted or cash compensation that may be paid to each non-employee director. |

  117. Q: Are the Principal Stockholders entitled to designate any director nominees for election to our Board of Directors?

    Q: Are the Principal Stockholders entitled to designate any director nominees for election to our Board of Directors? A: Under the Stockholders Agreement, the Principal Stockholders, have the right to designate as nominees a certain percentage of director nominees for election to our Board of Directors based on their beneficial ownership. See the “Corporate Governance—Information about our Board” section of this Proxy Statement for additional information.

  118. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is considered a non-GAAP financial measure under the Securities and Exchange Commission’s (“SEC”) rules because it excludes certain amounts included in net income calculated in accordance with GAAP. Management believes that Adjusted EBITDA is a meaningful measure to share with investors because it facilitates comparison of the current period performance with that of the comparable prior period. In addition, Adjusted EBITDA affords investors a view of what management considers to be Driven Brand’s core operating performance as well as the ability to make a more informed assessment of such operating performance as compared with that of the prior period. Please see the company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 28, 2024, for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the fiscal year ended December 30, 2023.

  119. Adjusted EBITDA

    | (in thousands) | Year Ended December 30, 2023 | | Year Ended December 31, 2022 | | Net (loss) income | ($ | 744,962) | $41,731 | | Income tax (benefit) expense | | (102,689) | 25,167 | | Interest expense, net | | 164,196 | 114,096 | | Depreciation and amortization | | 175,296 | 147,156 | | EBITDA | ($ | 508,159) | $329,592 | | Acquisition-related costs(a) | | 13,174 | 15,304 | | Non-core items and project costs, net(b) | | 7,343 | 20,241 | | Cloud computing amortization(c) | | 1,923 | — | | Equity-based compensation expense(d) | | 15,300 | 20,583 | | Foreign currency transaction (gain) loss, net(e) | | (3,078) | 17,168 | | Bad debt recovery(f) | | — | (449) | | Goodwill impairment(g) | | 850,970 | — | | Trade name impairment(h) | | — | 125,450 | | Asset sale leaseback (gain) loss, impairment and closed store expenses(i) | | 139,414 | (29,083) | | Adjusted EBITDA | | 516,887 | $498,806 |

  120. Adjusted EBITDA

    | 2024 Proxy Statement | | A-1 |