DEF 14A of Driven Brands Holdings Inc.
Filed Jun 16, 2026 · FY20250001628280-26-043634
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS At the Annual Meeting, stockholders will vote to elect Damien Harmon, Chadwick Hume, and Karen Stroup as the three nominees named in this Proxy Statement as Class III directors (the “Class III Nominees”). Our Board of Directors has nominated the Class III Nominees to serve as directors for a term expiring at the 2029 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 III 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 III 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.
PROPOSAL ONE: ELECTION OF DIRECTORS
| OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR ALL” OF THE THREE CLASS III DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT. |
PROPOSAL ONE: ELECTION OF DIRECTORS
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OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS The following table sets forth certain information about our directors and committees as of June 11, 2026.
OUR BOARD OF DIRECTORS
| Skills and Experience | | | | | | | | | | | | | | | Neal Aronson | Jonathan Fitzpatrick | Catherine Halligan | Damien Harmon | Chad Hume | Timothy Johnson | Rick Puckett | Danny Rivera | 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) | 6 | 8 | 6 | 2 | 6 | 0 | 6 | 1 | 6 | 6 | 6 | 4 | | Class | I | I | II | III | III | II | II | I | III | III | II | I | | Current Term Expiration | 2027 | 2027 | 2028 | 2026 | 2026 | 2028 | 2028 | 2027 | 2026 | 2026 | 2028 | 2027 | | Independence | | | | | | | | | | | | | | Committee Membership | | | | | | | | | | | | | | Audit | | | | | | | C | | | | | | | Compensation | | | C | | | | | | | | | | | Nominating and Corporate Governance | | | | | | | | | | C | | | | Demographics | | | | | | | | | | | | | | Age | 61 | 55 | 62 | 47 | 39 | 58 | 72 | 46 | 50 | 73 | 43 | 58 |
OUR BOARD OF DIRECTORS
*Mr. Peter Swinburn, in consultation with the Nominating and Corporate Governance Committee and the Board of Directors, determined that he will not stand for reelection to the Board at the 2026 Annual Meeting and will retire from the Board at the end of his current term. After Mr. Swinburn’s retirement from the Board, Mr. Tomás will serve as the Chair of the Nominating and Corporate Governance Committee. 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.
OUR BOARD OF DIRECTORS
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Directors
Directors
Class III Directors
Class III Directors The term of the following three Class III directors will expire at the Annual Meeting. The Class III Nominees are the only nominees standing for election at the Annual Meeting, for a term that will expire at the 2029 Annual Meeting of Stockholders or until each of their successors has been duly elected and qualified. All of our Class III Nominees were previously elected by stockholders at our 2023 Annual Meeting of Stockholders other than Mr. Harmon who was appointed to the Board on January 1, 2024. Mr. Harmon was recommended to the Board by the Nominating and Corporate Governance Committee following a search for independent directors.
Class III Directors
| Damien Harmon | | | | Damien Harmon became a member of our Board of Directors in January 2024. Since August 2025, he has served as the President, North America of Subway, a global sandwich leader. In this role, he leads Subway's growth and expansion in North America, focusing on helping drive sales, traffic, and franchisee profitability. Prior to this role, from 2019 through 2025, he held roles of increasing responsibility at Best Buy Co., Inc., a consumer electronics retailer, including serving as the Senior Executive Vice President of Customer, Channel Experiences & Enterprise Services, where he was responsible for retail stores and operations, in-home services and sales, virtual experiences, call centers, membership, and customer strategy, relationship offerings and insights. At Best Buy, he also served as 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. Prior 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 and franchise environments and in delivering exceptional customer experiences provides him with the qualifications and skills to serve as a director. | |
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 Capital Management, LLC ("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 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. 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. | |
Class III Directors
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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 to 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. | |
Class I Directors
Class I Directors The term of the following four Class I directors will expire at the 2027 Annual Meeting. All of our Class I Directors were previously elected by stockholders at our 2024 Annual Meeting of Stockholders other than Mr. Rivera who was appointed to the Board on May 9, 2025.
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 served as chairman of our Board of Directors from the consummation of our initial public offering in January 2021 (“IPO”) until May 2025. Mr. Aronson founded 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 by our Principal Stockholders under the Stockholders Agreement. 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. | |
Class I Directors
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Class I Directors
| Jonathan Fitzpatrick | | | | Jonathan Fitzpatrick has served as our Chairman of the Board since May 2025. Mr. Fitzpatrick has served as a member of our Board of Directors since April 2018 and served as our President and Chief Executive Officer from July 2012 through May 2025. Since July 2025, he has served as the Chief Executive Officer of Subway. Prior to his time with 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 prior President and Chief Executive Officer of Driven Brands, as well as his extensive knowledge and leadership experience with franchise and retail companies, provide him with the qualifications and skills to serve as a director. | |
Class I Directors
| Jose Tomás | | | | Jose Tomás became a member of our Board of Directors in July 2022. From 2021-2026, Mr. Tomás served as the Chief Administrative Officer at TelevisaUnivision Inc., the leading Spanish-language media and content company in the world. In this role, he oversaw 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. 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 franchise companies, operations, people, and culture provide him with the qualifications to be a director. | |
Class I Directors
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Class I Directors
| Daniel Rivera | | | | Daniel Rivera currently serves as our President and Chief Executive Officer. He assumed the role in May 2025. Previously, Mr. Rivera served as our Chief Operating Officer from 2023 through 2025. Mr. Rivera joined Driven Brands in November 2012 as its Chief Information Officer. In 2014, Mr. Rivera was named Meineke Brand President. In 2020, he was named Group President of the Maintenance segment, in addition to President of Take 5 Oil Change. Prior to joining Driven Brands, Mr. Rivera held leadership roles at AutoNation, General Electric, Motorola, and Burger King. Mr. Rivera received a Bachelor of Science in computer engineering and a Juris Doctorate from Florida International University. | | Qualifications: Mr. Rivera's experience with Driven Brands, along with his extensive knowledge and expertise with franchise and retail companies, leadership and operational matters, provide him with the qualifications and skills to serve as a director. | |
Class II Directors
Class II Directors The term of the Class II Directors will expire at the 2028 Annual Meeting. All of our Class II Directors were previously elected by stockholders at our 2025 Annual Meeting of Stockholders other than Mr. Johnson who was appointed to the Board on January 1, 2026.
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 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 executive 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-Sonoma, 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 and Compensation Committees, Ulta Beauty Inc. (a retailer of All Things Beauty All In One Place), where she serves as a member of the Compensation and Nominating and Governance Committees, and Jeld-Wen Holding, Inc. (a leading global manufacturer of high performance interior and exterior building products) where she serves as the Chair of the Compensation Committee and as a member of the Audit Committee. 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. | |
Class II Directors
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Class II Directors
| Timothy Johnson | | | | Tim Johnson became a member of our Board of Directors in January 2026. Mr. Johnson served as the Chief Financial and Chief Administrative Officer for Victoria’s Secret & Co., a global fashion retailer of intimate apparel, from June 2021 until his retirement in May 2025. Previously, from 2000 to 2019, he worked at Big Lots, in roles of increasing responsibility, including as Chief Financial and Chief Administrative Officer from 2012 to 2019. He started his career in public accounting at Coopers & Lybrand, followed by corporate finance roles at then Limited Brands. Mr. Johnson currently serves as a director and member of the Finance Committee at Dollar Tree Stores, and as a director and member of the Audit and Talent & Compensation Committees of Brinker International and he previously served on the board of | | directors of The Aaron’s Company from 2021 to 2024. Qualifications: Mr. Johnson's experience in leadership roles at public companies, understanding of the competitive retail landscape, significant knowledge and understanding of corporate finance and financial reporting, along with him being a Certified Public Accountant for most of his career provide him with the qualifications and skills to serve as a director. | |
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. | |
Class II Directors
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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. | |
Class II Directors
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Information about our Board
Information about our Board The composition of our board of directors is 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 12 members, including seven 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”). The size of the Board will be reduced to 11 as of the 2026 Annual Meeting, as Mr. Swinburn is retiring from the Board following the expiration of his term at the 2026 Annual Meeting. 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.
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 27, 2025. Timothy Johnson commenced service on our Board of Directors on January 1, 2026, and thus, is not reflected in the below table. Mr. Fitzpatrick served as our Chief Executive Officer until May 9, 2025 and thereafter remained on our Board of Directors as Non-Executive Chairman. Compensation earned by him for services as Chief Executive Officer and thereafter, as a non-employee director, are reflected in the Summary Compensation Table.
Director Compensation
| Name | Fees earned or paid in Cash ($) | | Stock Awards(1) ($) | | Total ($) | | Neal Aronson(2) | | — | | — | — | | Cathy Halligan | | 107,750 | | 145,789 | 253,539 | | Damien Harmon | | 84,500 | | 145,789 | 230,289 | | Chad Hume(2) | | — | | — | — | | Rick Puckett | | 111,250 | | 145,789 | 257,039 | | Karen Stroup | | 98,250 | | 145,789 | 244,039 | | Peter Swinburn | | 107,500 | | 145,789 | 253,289 | | Michael Thompson(2) | | — | | — | — | | Jose Tomás | | 93,500 | | 145,789 | 239,289 |
Director Compensation
(1)Amounts set forth in the Stock Awards column represent the grant date fair value of restricted stock units (“RSUs”) granted to certain of our non-employee directors in 2025 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 27, 2025. Directors who are affiliated with Roark did not hold any outstanding RSUs or stock options as of such date.
Director Compensation
| Name | Number of Outstanding Restricted Stock Units | | Number of Outstanding Stock Options | | | Cathy Halligan | | 8,809 | | 18,182 | | Damien Harmon | | 8,809 | | — | | Rick Puckett | | 8,809 | | 34,444 | | Karen Stroup | | 8,809 | | 18,182 | | Peter Swinburn | | 8,809 | | 31,307 | | Jose Tomás | | 8,809 | | — |
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 reflects a new retainer for the Chairman of the Board and increases to the committee cash retainers compared to our
Director Compensation
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Director Compensation
2024 compensation program, which changes were approved by the Board to align the program more closely to market practices):
Director Compensation
| Recipient(s) | Annual Cash Retainer ($) | | | Chairman of the Board | | 125,000 | | Non-employee directors | | 75,000 | | Audit Committee chair | | 30,000 | | Audit Committee members (excluding chair) | | 15,000 | | Compensation Committee chair | | 25,000 | | Compensation Committee members (excluding chair) | | 10,000 | | Nominating and Corporate Governance Committee chair | | 20,000 | | Nominating and Corporate Governance Committee members (excluding chair) | | 10,000 |
Director Compensation
In addition to the annual cash retainers set forth above, each of our independent non-employee directors receives an annual equity award of RSUs. In 2025, the grant date fair value of the RSU grant was approximately $145,000. In addition, the Chairman of the Board receives an incremental annual RSU grant with a grant date fair value of approximately $55,000. These annual RSU awards generally vest on the first anniversary of the date of grant, subject to such director’s continued service through such date. In March 2026, the Board, following a recommendation from the Nominating and Corporate Governance Committee, agreed to increase the annual cash retainer for non-employee directors to $85,000 and the annual equity award of RSUs to a grant date fair value of $165,000.
Director Compensation
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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-based Restricted Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”). Other than the base salary, the amount of compensation realized by the NEOs depends 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.
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 | 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 toward 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 achievement against pre-established cumulative 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 |
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. Our Compensation Committee reviews with management the Company’s compensation philosophy, objectives, and targets. Our CEO (for 2025, Mr. Fitzpatrick prior to his departure) 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. Mr. Rivera's compensation as CEO was set in connection with his appointment. 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. After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), the Compensation Committee concluded that there are no conflicts of interest with respect to the engagement of Meridian by the Compensation Committee. Meridian assisted the Compensation Committee in reviewing the peer group that it would use for benchmarking purposes related to 2025 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, which remained the same as the peer group used for 2024. 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.
Process for Determining Executive Compensation
| Peer Group used for 2025 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. | |
Elements of Executive Compensation
(1)Mr. Fitzpatrick stepped down as President and Chief Executive Officer on May 9, 2025 and the amount shown reflects his annual base salary as in effect prior to his resignation. Annual Incentive Compensation During fiscal year 2025, our NEOs were eligible to participate in our annual performance-based cash bonus plan (“ABP”). The 2025 annual target bonus levels (as a percentage of base salary) for each of our NEOs under the ABP are set forth below. Messrs. Rivera's and Khalid's target bonuses shown below were set in connection with their respective appointments. The Compensation Committee did not increase the target bonus (as a percentage of base salary) for any of our other NEOs in 2025.
Elements of Executive Compensation
| Name | 2025 Target Bonus (% of Base Salary) | | Daniel R. Rivera | 150% | | Michael F. Diamond | 100% | | Scott O’Melia | 100% | | Muhammad Khalid | 100% | | Jonathan Fitzpatrick(1) | 150% |
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) | 75% | 95% | 100% | 110% | | Revenue | 10% | 95% | | 110% | | Same-Store Sales | 15% | 50% | | 200% |
Elements of Executive Compensation
(1)“Adjusted EBITDA” represents earnings before interest expense, 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. Please refer to Exhibit A of this Proxy Statement for a reconciliation of Non-GAAP financial measures. In addition to the noted metrics, the Company must meet or exceed threshold performance for the Adjusted EBITDA metric for any ABP payment to be paid. The overall bonus payout was also subject to a 20% reduction if a material weakness in internal controls was reported in the Company’s 2025 Annual Report. The Compensation Committee and Board also reserve the right to adjust individual payouts based on extraordinary performance or event(s). In 2025, the Company did not meet the Adjusted EBITDA threshold performance level. Therefore, the NEOs did not receive any payments under the 2025 ABP. 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 2025, the Company granted long-term equity incentive (“LTI”) awards to our NEOs. Pursuant to the 2025 NEO LTI program, the Company granted both RSUs and PSUs. The RSUs comprised one-third of the target award value and the PSUs comprised two-thirds 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 2025 PSUs is the three fiscal years from 2025 through 2027 (“Performance Period”). The following table sets forth the key provisions of the 2025 annual LTI awards.
2025 Long-term Incentive Compensation
2025 Long-term Incentive Compensation
2025 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 MidCap 400 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 |
2025 Long-term Incentive Compensation
The number of PSUs that vest following the Performance Period is determined based on the following performance scales. The Company does not disclose its target Cumulative Adjusted EBITDA for the Performance Period due to the risk of competitive harm and is subject to adjustment to account for significant transactions that impact cumulative Adjusted EBITDA and were not contemplated when the initial goal was set.
2025 PSU Metrics and Weightings
2025 PSU Metrics and Weightings
2025 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 |
2025 PSU Metrics and Weightings
(1)Performance relative to the S&P MidCap 400 Index constituents at the beginning of the Performance Period.
2025 PSU Metrics and Weightings
| 2026 Proxy Statement | | 29 |
2025 Target LTI Award Values
2025 Target LTI Award Values The following table sets forth the 2025 annual LTI target award values for each of our NEOs. Mr. Rivera’s and Mr. Khalid’s target award values were set in recognition of their respective appointments. Mr. Rivera’s annual grant was approved by the Board in March, with the grant effective upon his appointment as President and Chief Executive Officer. Mr. O'Melia's target award value increased during 2025 corresponding to his increased Base Salary. Mr. Fitzpatrick did not receive any 2025 LTI awards due to his termination of employment (other than RSUs, with a total target value of approximately $200,000 granted for his services as non-executive Chairman of the Board)
2025 Target LTI Award Values
| Name | Target Value ($) | | Daniel R. Rivera | 3,200,000 | | Michael F. Diamond | 1,750,000 | | Scott O’Melia | 1,500,000 | | Muhammad Khalid | 950,000 |
2025 Target LTI Award Values
The number of RSUs and PSUs granted to the NEOs was determined by dividing the target values above by the average of the closing price of the Company’s stock for the 10 trading days prior to the grant date, which in 2025 was $16.46. For the number of RSUs and target PSUs granted and the accounting grant date fair value of such awards, see the “2025 Grants of Plan-Based Awards Table.” Rivera Award In connection with, and in recognition of, his promotion to President and Chief Executive Officer, the Board approved a supplemental 2025 LTI award with a target grant date value of $500,000. Such target grant date value was added to Mr. Rivera’s annual LTI target award value described above and such combined award was granted one-third in the form of RSUs and two-thirds in the form of PSUs (subject to vesting as described above). Khalid Award In June 2025, the Compensation Committee approved a special LTI award for Mr. Khalid with a target grant date value of $3 million in recognition of his key leadership role with Take 5 Oil Change. One-third of the award was granted in the form of RSUs that will ratably vest on the first two anniversaries of the grant date and two-thirds of the award was granted in the form of PSUs that will vest based upon Take 5 Oil Change's Adjusted EBITDA performance for fiscal year 2027. 2023 PSU Payouts The PSUs previously granted to Messrs. Rivera, O'Melia, Khalid and Fitzpatrick in 2023 were similar in structure to the 2025 PSUs and eligible to vest based on the achievement of Cumulative Adjusted EBITDA performance goals (weighted 60%) and the Company's Relative TSR performance as compared to the constituents of the S&P 400 Midcap Index (weighted 40%), in each case, over a three-year performance period that ended on December 27, 2025. No payout would be earned for performance below the threshold performance level for each metric, while performance at the threshold performance level would result in 50% of the target PSUs vesting, and performance at the maximum performance level would result in 200% of the target PSUs vesting. Following the end of the performance period and in accordance with the terms of the PSU award agreement, the Compensation Committee adjusted the Cumulative Adjusted EBITDA target to account for strategic transactions that took place during the performance period. Following the Performance Period, the Compensation Committee certified the final achievement against each metric, which resulted in an aggregate payout at 0% as neither the Cumulative Adjusted EBITDA metric nor the Relative TSR metric met threshold performance.
CEO Transition
CEO Transition On May 9, 2025 (the “CEO Transition Date”) Mr. Fitzpatrick stepped down as President and Chief Executive Officer and terminated his employment with the Company. Following such termination, Mr. Fitzpatrick assumed the role of non-executive Chair of the Board. Consistent with the Company’s succession plan developed over several years, the Board appointed Mr. Rivera to serve as President and CEO, effective as of the CEO Transition Date. To facilitate the transition and enable continuity, Mr. Fitzpatrick served as a Senior Advisor to Mr. Rivera through the end of our 2025 fiscal year and received a total of $750,000 in cash fees as compensation for such advisory services. Mr. Fitzpatrick did not receive any severance in connection with his termination. As a non-employee director, Mr. Fitzpatrick received compensation as described in the “Director Compensation” section above as well as an additional cash retainer of $125,000 (for a total of $200,000 in cash payments) and an additional grant of RSUs with a target value of $55,000 (for a total RSU grant with a target value of
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 2025 included company-paid group life insurance premiums, and annual executive physicals. 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. 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.
Equity Grant Timing
Equity Grant Timing Since the establishment of an annual LTI program, the Compensation Committee has generally granted annual equity awards each year at its regularly scheduled Compensation Committee meeting in February or March. Awards may also be granted throughout the year, generally in instances of new hires, promotions, or to recognize exceptional performance. Although the Company does not currently grant stock options or stock appreciation rights, eligible employees may enroll to purchase shares of the Company’s Common Stock under the terms of our Employee Stock Purchase Plan, with purchase dates generally in early March and early September of each year. The Company may change these equity grant practices in the future. During 2025, the Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Clawback Provisions
Clawback Provisions We maintain 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 (the “Clawback Policy”). 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. The Company is in the process of evaluating the impact of the restatement of the financial statements for fiscal years 2023 and 2024 (the "Restatement") under the Clawback Policy. The Company will disclose the outcome of that analysis, including any recovery determinations, as required once completed. See the “Recovery of Erroneously Awarded Compensation” section below for additional information. 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.
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 years ended December 27, 2025, December 28, 2024, and December 30, 2023.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | | Salary ($) | | Bonus(1) ($) | | Stock Awards(2)(3) ($) | | Option Awards(3) | | Non-Equity Incentive Plan Compensation(4) | | All Other Compensation(5) ($) | | Total ($) | | | Daniel Rivera President and Chief Executive Officer | | 2025 | | 714,328 | | — | | 4,421,299 | | — | | — | | 52,608 | | 5,188,235 | | | | 2024 | | 575,001 | | — | | 1,587,499 | | — | | 428,950 | | 39,884 | | 2,631,334 | | | | 2023 | | 555,769 | | 37,401 | | 5,993,746 | | 841,686 | | 130,065 | | 30,413 | | 7,589,080 | | Michael Diamond Executive Vice President and Chief Financial Officer | | 2025 | | 700,000 | | — | | 2,036,570 | | — | | — | | 40,060 | | 2,776,630 | | | | 2024 | | 282,692 | | 550,000 | | 3,637,572 | | — | | — | | 8,305 | | 4,478,569 | | Scott O’Melia Executive Vice President and Chief Legal Officer | | 2025 | | 582,693 | | 333,333 | | 1,527,438 | | — | | — | | 20,231 | | 2,463,695 | | | | 2024 | | 490,385 | | 166,667 | | 4,505,233 | | — | | 391,650 | | 16,122 | | 5,570,057 | | | | 2023 | | 475,000 | | — | | 1,556,470 | | 1,140,187 | | 53,438 | | 18,570 | | 3,243,665 | | Muhammad Khalid Executive Vice President and Chief Operating Officer | | 2025 | | 507,693 | | — | | 4,006,703 | | — | | — | | 37,271 | | 4,551,667 | | Jonathan Fitzpatrick Non-Executive Chair of the Board and Former President and Chief Executive Officer | | 2025 | | 384,615 | | — | | 205,565 | | — | | — | | 926,432 | | 1,516,612 | | | | 2024 | | 1,000,000 | | — | | 5,521,742 | | — | | 1,119,000 | | 15,042 | | 7,655,784 | | | | 2023 | | 1,000,000 | | — | | 22,442,237 | | 5,363,937 | | 225,000 | | 44,442 | | 29,075,616 |
Summary Compensation Table
Footnotes: (1)For Mr. O'Melia, the reported amount reflects a one-time transactional bonus that was originally granted in 2024. One-third of such bonus was payable upon the closing of the sale of the Company's Canadian distribution business, which was paid in August 2024, and two-thirds of such bonus was payable upon the closing of the sale of the United States Car Wash business, which was paid in April 2025. (2)For 2025 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") excluding the effect of estimated forfeitures. For the PSUs, the amounts reported are based on the probable outcome of the performance conditions at grant. The grant date fair value of the PSUs, assuming maximum performance, would have been as follows: Mr. Rivera: $5,070,836; Mr. Diamond: $2,346,194; Mr. O'Melia: $1,759,662; Mr. Khalid: $1,273,655 (for his 2025 annual PSUs) and $3,868,169 (for his special PSUs). Actual units awarded at time of grant were determined based on the average closing price on the 10 trading days preceding the grant date which may, at times, result in a difference between the target award value presented in the Long-Term Incentive Compensation section and the values reported in this table. The valuation of the PSU awards for fiscal 2025 include a Monte Carlo valuation for the 40% of the PSUs granted that vest based on Relative TSR, the assumptions for which are set forth in Note 14 to the Notes to Consolidated Financial Statements in the 2025 Annual Report. For Mr. Fitzpatrick, the amount reflects the grant date fair value of RSUs granted to him for services as a non-employee director. (3)For Messrs. Fitzpatrick, Rivera, and O'Melia, the 2023 Stock Awards amounts include, and the 2023 Option Awards amounts represent, the incremental accounting value, determined in accordance with FASB, ASC Topic 718, recognized due to modification of the restricted stock and stock option awards held by such NEOs (which were exchanged from profits interests awards granted prior to our initial public offering) from a performance-based to a time-based vesting schedule. (4)Amounts represent cash bonuses paid to each of our NEOs based on achievement of certain financial and operational performance goals for fiscal year 2025 under the ABP. Additional information regarding the determination of the payments under the ABP for 2025 is included in the Compensation Discussion & Analysis under the subheading “Elements of Executive Compensation— Annual Incentive Compensation.” (5)Amounts reported under All Other Compensation reflect the following:
Summary Compensation Table
| Name | Company 401(k)/ Retirement Plan Match ($) | Company Deferred Compensation Match ($) | Group Term Life ($) | Executive Medical Program ($) | Director Cash Compensation ($)(1) | Senior Advisor Fees ($)(2) | Total ($) | | Daniel Rivera | 14,000 | 34,298 | 810 | 3,500 | — | — | 52,608 | | Michael Diamond | 14,000 | 21,000 | 540 | 4,520 | — | — | 40,060 | | Scott O’Melia | 14,000 | — | 2,322 | 3,909 | — | — | 20,231 | | Muhammad Khalid | 14,000 | 15,231 | 540 | 7,500 | — | — | 37,271 | | Jonathan Fitzpatrick | 14,000 | 11,539 | 893 | — | 150,000 | 750,000 | 926,432 |
Summary Compensation Table
| 2026 Proxy Statement | | 33 |
Summary Compensation Table
(1)Represents cash retainers earned for Mr. Fitzpatrick's service as Chairman of the Board. For additional details, please refer to Compensation Discussion & Analysis, under the subheading “CEO Transition" and the "Director Compensation" section. (2)Represents compensation earned for service as a Senior Advisor to the Company. For additional details, please refer to Compensation Discussion & Analysis, under the subheading “CEO Transition.”
Summary Compensation Table
| 34 | | 2026 Proxy Statement |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to certain grants of plan-based awards during fiscal year 2025 for each of our NEOs.
2025 Grants of Plan-Based Awards
| Name | Award Type | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Daniel Rivera | Restricted Stock Units | 5/9/2025 | | | | | | | 71,692 | 1,267,515 | | | Performance Stock Units | 5/9/2025 | | | | 71,703 | 143,406 | 286,812 | | 3,153,785 | | | 2025 Annual Bonus Program | | 600,000 | 1,200,000 | 2,400,000 | | | | | | | Michael Diamond | Restricted Stock Units | 3/13/2025 | | | | | | | 35,436 | 586,466 | | | Performance Stock Units | 3/13/2025 | | | | 35,441 | 70,882 | 141,764 | | 1,450,104 | | | 2025 Annual Bonus Program | | 350,000 | 700,000 | 1,400,000 | | | | | | | Scott O'Melia | Restricted Stock Units | 3/13/2025 | | | | | | | 26,577 | 439,849 | | | Performance Stock Units | 3/13/2025 | | | | 26,581 | 53,162 | 106,324 | | 1,087,588 | | | 2025 Annual Bonus Program | | 300,000 | 600,000 | 1,200,000 | | | | | | | Muhammad Khalid | Restricted Stock Units | 3/13/2025 | | | | | | | 19,237 | 318,372 | | | Performance Stock Units | 3/13/2025 | | | | 19,240 | 38,479 | 76,958 | | 787,203 | | | Restricted Stock Units(4) | 6/17/2025 | | | | | | | 56,818 | 967,042 | | | Performance Stock Units(4) | 6/17/2025 | | | | 56,818 | 113,636 | 227,272 | | 1,934,085 | | | 2025 Annual Bonus Program | | 287,500 | 575,000 | 1,150,000 | | | | | | | Jonathan Fitzpatrick | Restricted Stock Units(5) | 5/9/2025 | | | | | | | 11,627 | 205,565 |
2025 Grants of Plan-Based Awards
Footnotes: (1)The amounts shown represent the threshold, target, and maximum amounts payable under the 2025 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 50% of Target. The Maximum payout level reflects a weighted average maximum of 200% under the plan. (2)The amounts shown represent the range of shares eligible to vest under the PSUs granted to our NEOs during 2025. 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. 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 grants if the minimum qualifying level of performance is achieved on the performance objectives—50% of the target shares granted. The 2025 annual PSUs vest over a three-year performance period based on three-year EBITDA attainment, weighted at 60%, and relative TSR ranking compared to the companies comprising the S&P Midcap 400 Index on the date of grant, weighted at 40%. Mr. Khalid's special PSUs vest based upon Take 5 Oil Change's Adjusted EBITDA performance for fiscal year 2027. (3)Amounts in this column represent the aggregate grant date fair value of the equity awards granted during fiscal 2025, calculated in accordance with FASB, ASC Topic 718, excluding the effect of estimated forfeitures. See Note 14 to the financial statements contained in the 2025 Annual Report, for more information about the assumptions used to determine these amounts. (4)As described in the "Compensation Discussion and Analysis," Mr. Khalid received a special one-time RSU and PSU grant. (5)Represents RSUs granted to Mr. Fitzpatrick for services as Chairman of the Board.
2025 Grants of Plan-Based Awards
| 2025 Proxy Statement | | 35 |
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information about the outstanding equity awards held by our NEOs as of December 27, 2025. Market values reflected below are calculated based on our closing stock price of $14.82 on December 26, 2025 (the last trading day of our 2025 fiscal year).
Outstanding Equity Awards at Fiscal Year-End 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | 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 ($) | Equity incentive plan awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity incentive plan awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Daniel Rivera | 1/14/2021 | 74,930 | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | 193,491 | $22.00 | 1/14/2031 | | | | | | | 12/20/2021 | 250,000 | $30.63 | 12/20/2031 | | | | | | | 2/28/2023 | | | | 5,593(1) | $82,888 | | | | | 2/27/2024 | | | | 23,383(2) | $346,536 | | | | | 2/27/2024 | | | | | | 35,080(3) | $519,886 | | | 5/9/2025 | | | | 71,692(4) | $1,062,475 | | | | | 5/9/2025 | | | | | | 71,703(5) | $1,062,638 | | Michael Diamond | 8/7/2024 | | | | 87,852(6) | $1,301,967 | | | | | 8/7/2024 | | | | | | 65,889(3) | $976,468 | | | 3/13/2025 | | | | 35,436(7) | $525,162 | | | | | 3/13/2025 | | | | | | 35,441(5) | $525,236 | | Scott O'Melia | 1/14/2021 | 131,453 | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | 262,112 | $22.00 | 1/14/2031 | | | | | | | 12/20/2021 | 200,000 | $30.63 | 12/20/2031 | | | | | | | 2/28/2023 | | | | 3,696(1) | $54,775 | | | | | 2/27/2024 | | | | 19,316(2) | $286,263 | | | | | 2/27/2024 | | | | | | 28,979(3) | $429,469 | | | 8/23/2024 | | | | 146,843(8) | $2,176,213 | | | | | 3/13/2025 | | | | 26,577(7) | $393,871 | | | | | 3/13/2025 | | | | | | 26,581(5) | $393,930 | | Muhammad Khalid | 2/28/2023 | | | | 2,481(1) | $36,768 | | | | | 11/7/2023 | | | | 29,473(9) | $436,790 | | | | | 2/27/2024 | | | | 13,827(2) | $204,916 | | | | | 2/27/2024 | | | | | | 20,743(3) | $307,404 | | | 3/13/2025 | | | | 19,237(7) | $285,092 | | | | | 3/13/2025 | | | | | | 19,240(5) | $285,129 | | | 6/17/2025 | | | | 56,818(10) | $842,043 | | | | | 6/17/2025 | | | | | | 56,818(11) | $842,043 | | Jonathan Fitzpatrick | 1/14/2021 | 529,158 | $22.00 | 1/14/2031 | | | | | | | 1/14/2021 | 1,233,089 | $22.00 | 1/14/2031 | | | | | | | 12/20/2021 | 1,000,000 | $30.63 | 12/20/2031 | | | | | | | 2/28/2023 | | | | 19,454(1) | $288,308 | | | | | 2/27/2024 | | | | 81,332(2) | $1,205,340 | | | | | 2/27/2024 | | | | | | 122,017(3) | $1,808,292 | | | 5/9/2025 | | | | 11,627(12) | $172,312 | | |
Outstanding Equity Awards at Fiscal Year-End 2025
Footnotes: (1)Represents RSUs that fully vested on February 28, 2026. (2)Represents RSUs that will vest ratably on each of February 27, 2026 and 2027. (3)Represents unvested PSUs with a performance period ending on December 26, 2026, 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 performance stock units that would be earned assuming the achievement of the threshold level of performance (i.e. 50% of the performance stock units). (4)Represents RSUs that will vest ratably on each of May 9, 2026, 2027, and 2028. (5)Represents unvested PSUs with a performance period ending on December 25, 2027, 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 performance stock units that would be earned assuming the achievement of the threshold level of performance (i.e. 50% of the performance stock units). (6)Represents RSUs that will vest ratably on each of August 7, 2026 and 2027. (7)Represents RSUs that will vest ratably on each of March 13, 2026, 2027, and 2028. (8)Represents RSUs that will vest ratably on each of August 23, 2026 and 2027. (9)Represents RSUs that will fully vest on November 7, 2026. (10)Represents RSUs that will vest ratably on each of June 17, 2026 and 2027.
Outstanding Equity Awards at Fiscal Year-End 2025
| 36 | | 2024 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End 2025
(11)Represents unvested PSUs with a performance period ending on December 25, 2027, which will vest based on the achievement of the applicable Take 5 Oil Change performance metrics. In accordance with applicable SEC disclosure rules we have shown the number of performance stock units that would be earned assuming the achievement of the threshold level of performance (i.e. 50% of the performance stock units). (12)Represents RSUs that will fully vest on May 9, 2026. Such RSUs were granted in connection with Mr. Fitzpatrick's services as Chairman of the Board.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 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 2025. None of our NEOs exercised any stock options during fiscal year 2025.
Option Exercises and Stock Vested in Fiscal Year 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Daniel Rivera | 434,775 | $7,184,179 | | Michael Diamond | 43,925 | $730,034 | | Scott O'Melia | 146,925 | $2,560,652 | | Muhammad Khalid | 38,865 | $563,860 | | Jonathan Fitzpatrick | 1,656,279 | $27,374,892 |
Option Exercises and Stock Vested in Fiscal Year 2025
(1)Represents the number of time-based restricted shares, RSUs and PSUs that vested pursuant to the vesting schedules as described further in the footnotes under the “Outstanding Equity Awards” table. (2)Represents the value calculated by multiplying (a) the closing market price of our common stock on the vesting date by (b) the number of shares of stock or units that vested.
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
| Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Daniel Rivera | Non-Qualified Deferred Compensation Plan | 34,298 | 34,298 | 24,728 | — | 188,475 | | Michael Diamond | Non-Qualified Deferred Compensation Plan | 21,000 | 21,000 | 7,001 | — | 65,274 | | Muhammad Khalid | Non-Qualified Deferred Compensation Plan | 25,385 | 15,231 | 9,204 | — | 90,105 | | Jonathan Fitzpatrick(4) | Non-Qualified Deferred Compensation Plan | 11,539 | 11,539 | 49,664 | 460,472 | — |
Nonqualified Deferred Compensation Table
Footnotes: (1)Amounts shown reflect Company matching contributions made pursuant to the Driven Brands, Inc. Non-Qualified Deferred Compensation Plan and are reported as compensation for fiscal year 2025 in the “All Other Compensation” column of the Summary Compensation Table. (2)Amounts shown are not reported as compensation for fiscal year 2025 in the “Summary Compensation Table” because such amounts do not reflect above-market or preferential earnings. (3)Amounts shown include the following amounts previously reported in the "Summary Compensation Table" in prior fiscal years: (i) for Mr. Rivera, $77,894; (ii) for Mr. Diamond, $16,154; (iii) for Mr. Khalid, $0, (iv) and for Mr. Fitzpatrick, $202,569. (4)Mr. Fitzpatrick's account was fully distributed to him in connection with his termination of employment.
Nonqualified Deferred Compensation Table
| 38 | | 2026 Proxy Statement |
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.
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.”
Pay Versus Performance
| | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | SCT Total Compensation for PEO 1(1) | Compensation Actually Paid to PEO(2) | SCT Total Compensation for PEO 2 (1) | | Compensation Actually Paid to PEO 2(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) | | 2025 | $5,188,235 | $3,872,475 | $1,516,612 | | $(651,434) | $3,263,997 | $2,749,776 | $55 | $158 | $132,073,000 | $449,107,000 | | 2024 | $— | $— | $7,655,784 | $11,649,561 | $11,649,561 | $3,102,042 | $3,028,744 | $61 | $153 | $546,000 | $443,151,000 | | 2023 | $— | $— | $29,075,616 | | $20,082,673 | $4,737,996 | $1,136,383 | $53 | $113 | ($46,782,000) | $351,793,000 | | 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 |
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 current CEO, Daniel Rivera ("PEO 1"), and our Non-Executive Chair and former CEO, Jonathan Fitzpatrick (“PEO 2”). (2)The dollar amounts reported represent the amount of “compensation actually paid” to PEO 1 and PEO 2, as applicable and the average “compensation actually paid” to our NEOs as a group, excluding the PEOs (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 2025 total compensation to determine the 2025 compensation actually paid, with amounts for Non-PEO NEOs reflected as the average amounts for 2025 Non-PEO NEOs as a group:
Pay Versus Performance
| 2025 Compensation Actually Paid to PEOs and Average Compensation Actually Paid to Non-PEO NEOs" | PEO 1 | PEO 2 | Non-PEO NEOs | | Summary Compensation Table Total | $5,188,235 | $1,516,612 | $3,263,997 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | ($4,421,299) | $(205,565) | $(2,523,570) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $3,769,981 | $172,312 | $2,266,229 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(25,131) | $(87,413) | $(124,672) | | 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 | $(639,311) | $(2,047,380) | $(132,208) | | Less, prior year-end fair value for any equity awards forfeited in the year | $— | $— | $— | | 2025 Compensation Actually Paid to PEOs and Average Compensation Actually Paid to Non-PEO NEOs | $3,872,475 | $(651,434) | $2,749,776 |
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 2025, Michael Diamond, Scott O'Melia, and Muhammad Khalid; (ii) for 2024, Michael Diamond, Daniel Rivera, Scott O'Melia, Gary Ferrera, and Michael Beland; (iii) for 2023, Gary Ferrera, Tiffany Mason, Daniel Rivera, Michael Macaluso, and Scott O’Melia; and (iv) for 2022 and 2021, Tiffany Mason, Daniel Rivera, Michael Macaluso, and Scott O’Melia. (4)Cumulative TSR is calculated by assuming that $100 was invested on January 15, 2021, in each of our Common Stock and the S&P Retailing Industry Group Index and that any dividends were reinvested. (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. (7)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.
Pay Versus Performance
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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: •Adjusted EBITDA •Relative TSR •Revenue •Same Store Sales 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.
Pay Versus Performance
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Pay Versus Performance
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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 2025 fiscal year with the annual total compensation of Daniel Rivera, our CEO as of the last day of the 2025 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 $42,118, calculated in the same manner as we calculate total compensation for purposes of the Summary Compensation Table. Our median-paid associate for the 2025 fiscal year was an hourly employee in the U.S. The annual total compensation of our CEO for the 2025 fiscal year, as reported in the Summary Compensation Table, was $5,188,235. Based on this information, for the 2025 fiscal year, the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid associate was 123 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 year 2025, we selected a new median-paid associate. We determined our median-paid associate as of December 27, 2025. As of December 27, 2025, we employed approximately 8,000 full- and part-time employees. In calculating the pay ratio, we excluded, under the de minimis exception to the pay ratio rule, all of our associates in Europe and Australia, which in total was approximately 251 associates, or 3% of our total associates. For all associates included in the calculation, we identified our median-paid associate using total annual expected earnings with default hours and salary rates as of December 27, 2025. 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 27, 2025. 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.
CEO PAY RATIO
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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.
Adjusted EBITDA
Adjusted EBITDA Adjusted EBITDA is considered a non-GAAP financial measure under 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 Brands' 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 2025 Annual Report, filed with the SEC on May 19, 2026, for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the fiscal year ended December 27, 2025.
Adjusted EBITDA
| (in thousands) | Year Ended December 27, 2025 | Year Ended December 28, 2024 | | Net income (loss) from continuing operations | $132,073 | $546 | | Income tax (benefit) | (12,842) | 24,547 | | Interest expense, net | 121,202 | 156,991 | | Depreciation and amortization | 81,858 | 78,989 | | EBITDA | $322,291 | $261,073 | | Acquisition-related costs(a) | 1,644 | 2,394 | | Non-core items and project costs, net(b) | 21,560 | 16,751 | | Cloud computing amortization(c) | 17,696 | 10,081 | | Share-based compensation expense(d) | 32,079 | 50,881 | | Foreign currency transaction (gain) loss, net(e) | (14,715) | 17,530 | | Impairment, notes receivable loss, (gain) loss on sale of assets, net, and closed store expenses(f) | 63,160 | 84,236 | | Loss on debt extinguishment(g) | 5,392 | 205 | | Adjusted EBITDA | $449,107 | $443,151 |