Driven Brands (DRVN) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

DRIVEN BRANDS HOLDINGS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

On behalf of the Board of Directors and management of Driven Brands Holdings Inc., we cordially invite you to attend our 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 18, 2022, at 12:00 p.m., Eastern Daylight Time. We will be holding the Annual Meeting in a virtual-only format to maximize your ability to participate in the meeting in light of the challenges of the global pandemic. You will be able to attend, vote, and submit questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/DRVN2022 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, proxy card, or in the instructions that accompanied your proxy materials.

Enclosed are the Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business that will be acted upon at the meeting or any adjournment or postponement thereof, as well as our Annual Report on Form 10-K for the fiscal year ended December 25, 2021 (“2021 Annual Report”).

On or about April 8, 2022, we will begin mailing proxy materials, including a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2021 Annual Report and how to vote over the Internet, to request and return a proxy card by mail, or to vote by telephone. For information on how to vote your shares, please refer to the proxy materials you received.

Your vote is important. Even if you plan to attend the Annual Meeting, please follow the instructions provided to you in your proxy materials and vote your shares as soon as possible. This will not prevent you from voting your shares during the Annual Meeting if you are able to attend. Thank you for your continued support of, and interest in, Driven Brands.

Sincerely,

Jonathan Fitzpatrick

President and Chief Executive Officer

April 8, 2022

TABLE OF CONTENTS

DRIVEN BRANDS HOLDINGS INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 18, 2022

VOTING MATTERS

This Proxy Statement is furnished to the holders of our common stock in connection with the solicitation of proxies on behalf of our Board of Directors (“Board”) for use at Driven Brands Holdings Inc.’s (“Driven Brands” or the “Company”) 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 18, 2022 at 12:00 p.m., Eastern Daylight Time (“EDT”), virtually via live webcast at www.virtualshareholdermeeting.com/DRVN2022, or for use at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of 2022 Annual Meeting of Stockholders. Only stockholders of record at the close of business on March 24, 2022, the record date, are entitled to notice of and to vote at our Annual Meeting.

Stockholders are being asked to vote on the following matters at our Annual Meeting:

You may cast your vote in any of the following ways:

Internet

Please log on to www.proxyvote.com and submit a proxy to vote your shares of the Company’s common stock by 11:59 p.m., EDT, on May 17, 2022.

Telephone

Please call the telephone number in your proxy materials until 11:59 p.m., EDT, on May 17, 2022.

Mail

Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form so that it is received by the Company prior to the Annual Meeting.

In Person

You may attend the virtual Annual Meeting and cast your vote at www.virtualshareholdermeeting.com/DRVN2022.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

At the Annual Meeting, stockholders will vote to elect Catherine Halligan, Rick Puckett and Michael Thompson as the three nominees named in this Proxy Statement as Class II directors (the “Class II Nominees”). Each of the Class II Nominees elected at the Annual Meeting will hold office until the 2025 Annual Meeting of Stockholders or until such director’s successor has been duly elected and qualified. Our Board of Directors has nominated the Class II Nominees to serve as directors for a term expiring at the 2025 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 II Nominees unless a stockholder indicates on their proxy that such stockholder’s shares should be withheld with respect to any of the nominees.

In the event that any Class II 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.

If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote.

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OUR BOARD OF DIRECTORS

The following table sets forth certain information about our directors as of the date of this Proxy Statement. The business address for each nominee for matters regarding the Company is 440 S. Church Street, Suite 700 Charlotte, NC 28202.

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.

Directors

Class I Directors

The term of the following two Class I directors will expire at the 2024 Annual Meeting.

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Class II Directors

The term of the following three Class II directors will expire at the Annual Meeting. The Class II Nominees are the only nominees for election at the Annual Meeting, for a term that will expire at the 2025 Annual Meeting of Stockholders or until each of their successors has been duly elected and qualified.

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Class III Directors

The term of the following three Class III directors will expire at the 2023 Annual Meeting.

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Required Vote

The three Class II Nominees receiving the highest number of affirmative votes of our common stock present or represented, shall be elected as directors. In accordance with Delaware law, votes withheld from any nominee are counted for purposes of determining the presence or absence of a quorum for the transaction of business, but they have no legal effect on the election of directors. While broker non-votes will be counted for purposes of determining the presence or absence of a quorum, they will not be counted for purposes of determining the number of shares represented and voted with respect to the particular proposal on which the broker has expressly not voted and, accordingly, will not affect the election of directors.

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CORPORATE GOVERNANCE

Information about our Board

In accordance with our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws (our “Bylaws”), the total number of directors, which is currently set at eight, may be increased or decreased by a resolution adopted by our Board of Directors. Each director is to hold office until the director’s term expires, their successor is duly elected and qualified, or until the director’s earlier death, resignation, or removal. At any meeting of the Board of Directors, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

In connection with our IPO, we entered into the Stockholders Agreement (the “Stockholders Agreement”) with the Principal Stockholders, each of which is a related entity of Roark Capital Management, LLC. The Stockholders Agreement provides our Principal Stockholders the right to nominate to our Board of Directors a number of designees equal to: (i) a majority of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 50% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; (ii) 40% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 40% but less than 50% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; (iii) 30% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 30% but less than 40% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; (iv) 20% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 20% but less than 30% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; and (v) 10% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 5% but less than 20% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors. Pursuant to the Stockholders Agreement, the Principal Stockholders currently have the ability to designate up to five director nominees and have a consent right over changes to the current size of our Board of Directors.

Selection of Nominees for our Board of Directors

The Nominating and Corporate Governance Committee (the “NCGC”) of our Board of Directors has the responsibility of identifying individuals qualified to become members of our Board of Directors, consistent with any criteria approved by our Board of Directors, applicable law, and the requirements of the Nasdaq Stock Market (“NASDAQ”). The NCGC also recommends to our Board of Directors for approval director nominees consistent with such director qualification criteria, applicable law, and the requirements of NASDAQ, and any obligations under our contractual arrangements, including the Stockholders Agreement.

With respect to director nominee procedures, the NCGC utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers, or stockholders, or it may choose to engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the NCGC considers the independence, diversity of experience and background, demonstrated leadership ability, and the ability to exercise sound judgment of such candidate. It also takes into account the backgrounds and qualifications of the Board of Directors as a group in order to ensure such candidates provide a significant breadth of experience, knowledge, and abilities that will assist the Board of Directors in fulfilling its responsibilities. Ultimately, the NCGC seeks to recommend to our Board of Directors only those nominees whose specific qualities, experience, and expertise will augment the skills, experiences and qualities on our Board of Directors and whose past experience evidences that they will: (1) dedicate sufficient time, energy, and attention to support the diligent performance of Board of Directors’ duties; (2) comply with the duties and responsibilities of directors set forth in our Bylaws; (3) comply with all duties of care, loyalty, and confidentiality applicable to them as directors; and (4) adhere to our Code of Conduct and Ethics, including, but not limited to, the policies on conflicts of interest expressed therein.

Other than designees nominated pursuant to the Stockholders Agreement described above, the NCGC considers stockholder recommendations of qualified nominees when such recommendations are submitted in accordance with the procedures described in our Bylaws. Each notice of nomination submitted in this manner must contain the information specified in our Bylaws, including, but not limited to, information with respect to the beneficial ownership of our common stock and any agreement, arrangement, or understanding with respect to the nomination or similar agreement the proposing stockholder has entered into with respect to our common stock. To be timely, a stockholder’s notice shall be delivered to our Secretary at our

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principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of the previous year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be delivered not earlier than 120 days prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. See our Bylaws for additional information regarding stockholder director nominees. Other than the Company’s contractual obligations under the Stockholders Agreement, mentioned above, the NCGC does not have a policy with regard to the consideration of any director candidates recommended by stockholders because the committee considers candidates proposed by stockholders and evaluates them using the same criteria as for other candidates.

Our Board’s Leadership Structure

As of the date hereof, Mr. Fitzpatrick serves as our Chief Executive Officer and Mr. Aronson serves as our Chairman of the Board of Directors. Our Board of Directors believes that this leadership structure, separating the Chairman and Chief Executive Officer roles, is appropriate for the Company at this time, since it allows Mr. Fitzpatrick to focus on the day-to-day operation of the business, operational leadership, and strategic direction of the Company. At the same time, Mr. Aronson can focus on leadership of the Board of Directors, including calling and presiding over Board meetings, preparing meeting agendas in collaboration with the Chief Executive Officer, and serving as a liaison and supplemental channel of communication between the Board of Directors and the Chief Executive Officer.

Our Board’s Oversight of Risk

The Board of Directors executes its risk oversight responsibilities through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to its committees, who regularly report back to the Board of Directors. For example, the Compensation Committee of our Board of Directors is responsible for overseeing the management of risks relating to the Company’s compensation plans and arrangements and the Audit Committee of our Board of Directors oversees the management of financial risks, including accounting and financial reporting processes, internal controls and internal audit functions, the fraud risk assessment program, the enterprise risk management program, and other risk exposures, including data privacy and cybersecurity. Although the committees are responsible for evaluating and overseeing the management of their respective risks, they regularly report to the Board of Directors regarding such risks.

Director Independence

As our Principal Stockholders control more than 50% of our combined voting power, we are considered a controlled company under NASDAQ and the Securities and Exchange Commission (“SEC”) rules. While we are a controlled company, we are not required to have a majority of independent directors. As allowed under the applicable rules and regulations of the SEC and NASDAQ, we intend to phase in compliance with the heightened independence requirements prior to the end of the one-year transition period after we cease to be a controlled company. Currently, we have four independent directors on our Board of Directors as such term is defined by the applicable rules and regulations of NASDAQ. Our independent directors, as such term is defined by the applicable rules and regulations of NASDAQ, are Cathy Halligan, Rick Puckett, Karen Stroup, and Peter Swinburn.

The Audit Committee is comprised solely of independent directors. Cathy Halligan, an independent director, is the Chair and a member of the Compensation Committee. Peter Swinburn, an independent director, is the Chair and a member of the NCGC.

Our Board and its Committees

The committees of our Board of Directors are the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. We have availed ourselves of the controlled company exception under the NASDAQ rules, which exempts us from certain requirements, including the requirements that we have a majority of independent directors on our Board of Directors and that we have a compensation committee and a nominating and corporate governance committee composed entirely of independent directors. We do, however, remain subject to the requirement that we have an audit committee composed entirely of independent members.

If at any time we cease to be a controlled company under the NASDAQ rules, the Company and our Board of Directors will take all action necessary to comply with the applicable rules, including appointing a majority of independent directors to the Board of Directors and establishing certain committees composed entirely of independent directors, subject to a permitted phase-in period.

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Committees of our Board of Directors

In January 2021, our Board of Directors adopted written charters for each of its standing committees, all of which are available in the Governance—Documents & Charters section of our website at https://investors.drivenbrands.com. Committee members and committee chairs are appointed by the Board of Directors. Pursuant to the Stockholders Agreement, the Principal Stockholders have the right to designate members to each committee of our Board of Directors in proportion to their representation on the Board of Directors, except where prohibited by applicable laws or stock exchange regulations, in which case our Principal Stockholders are entitled to appoint observer members of any such restricted committee. Directors designated by the Principal Stockholders do not serve on our Audit Committee. The following table provides membership information of our directors in each committee of our Board as of April 4, 2022.

		Audit Committee		Compensation Committee		Nominating and   Corporate   Governance   Committee
Neal Aronson (Chairman)		—		—		—
Jonathan Fitzpatrick		—		—		—
Michael Thompson		—
Chadwick Hume		—
Cathy Halligan(I)		—		*		—
Rick Puckett(I)		*		—		—
Karen Stroup(I)				—		—
Peter Swinburn(I)				—		*

= Member

* = Chairperson

I = Independent Director

Audit Committee

Our Audit Committee consists of Rick Puckett, Karen Stroup, and Peter Swinburn, each of whom qualifies as an “independent director.” Our Board of Directors determined that Rick Puckett qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that all Audit Committee members are independent as independence is defined in Rule 10A-3 of the Exchange Act and under the NASDAQ listing standards. The principal duties and responsibilities of our Audit Committee are as follows:

The Audit Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

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Compensation Committee

Our Compensation Committee consists of Cathy Halligan, Chad Hume, and Michael Thompson. The principal duties and responsibilities of the Compensation Committee are as follows:

We have availed ourselves of the “controlled company” exception under the NASDAQ rules, which exempts us from the requirement that we have a compensation committee composed entirely of “independent directors.”

The Compensation Committee has the authority to retain or terminate, at its sole discretion, compensation consultants, independent legal counsel, or other advisors to assist the Compensation Committee in its responsibilities, such as a compensation consultant to assist in the evaluation of employee compensation, and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention. The Compensation Committee may form and delegate authority to subcommittees as it sees fit, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirement of the NASDAQ listing rules, subject to any applicable controlled company or other exemption.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Chad Hume, Peter Swinburn, and Michael Thompson. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

We have availed ourselves of the “controlled company” exception under the NASDAQ rules, which exempts us from the requirement that we have a nominating and corporate governance committee composed entirely of “independent directors.”

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Board Diversity Matrix

The table below provides certain highlights of the composition of our Board as of April 8, 2022. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f).

Board and Committee Meetings and Attendance

During fiscal year 2021, our Board of Directors held 5 meetings. All of our directors attended at least 80% of all meetings of our Board of Directors and 80% of the meetings of the committees on which they serve that were held during the period that the director served on the Board and committee. Our three standing committees, the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, were formed in January 2021. All of our directors attended the annual meeting held in 2021. All of our directors are expected to attend the upcoming Annual Meeting.

Hedging and Pledging Policy

The Company’s Securities Trading Policy prohibits our directors, officers, and other employees, and their designees, from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities.

Additionally, the Board of Directors, generally in its discretion, prohibits its directors, officers, employees, and their household and immediate family from engaging in transactions regarding purchasing, or pledging, the Company’s stock on margin, short sales, buying or selling puts, calls, options, or other derivatives in respect of securities of the Company.

Communicating with our Board of Directors

Any stockholder or other interested party may contact our Board of Directors as a group, our independent directors as a group, or any individual director by sending written correspondence to them in care of our Secretary and General Counsel at our principal executive offices at 440 S. Church Street, Suite 700 Charlotte, NC 28202. All communications are reviewed by the Secretary and General Counsel and provided to the members of our Board of Directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our Board of Directors will not be provided to directors.

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Code of Conduct and Ethics

Our Board of Directors adopted a Code of Conduct and Ethics that applies to all of our directors, officers, and employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by SEC rules. The Code of Conduct and Ethics contains general guidelines for conducting our business consistent with the highest standards of business ethics. Our Code of Conduct and Ethics is supported by underlying policies. The Code of Conduct and Ethics is available under the Governance—Documents & Charters section of our website at https://investors.drivenbrands.com.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee was, at any time during fiscal year 2021 or at any other time, an officer or employee of the Company. None of our executive officers serves, or in the past has served, as a member of the Board of Directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or our compensation committee.

Executive Sessions of our Board of Directors

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled. In addition, at least once a year, the independent directors are afforded the opportunity to meet in a private session that excludes management and non-independent directors. At each of these meetings, the non-management and independent directors in attendance, as applicable, will determine which member will preside at such session. Committees of the Board also meet periodically in executive session.

Director Compensation

The following table sets forth information concerning the compensation earned by our non-employee directors during the fiscal year ended December 25, 2021.

In connection with the IPO, Mses. Halligan and Stroup and Messrs. Puckett and Swinburn received shares of common stock, restricted stock, and/or stock options in exchange for their Class B Units. Taken together, these equity grants were designed to preserve the intended percentage of the future appreciation of Driven Investor LLC that the Class B Units would have been allocated had they not been exchanged in connection with the IPO. Such shares and options were partially vested and partially unvested at grant, in the same proportion as the Class B Units held by the grantee that were vested or unvested immediately prior to the IPO. The unvested portion of these stock option grants are subject to the same vesting and forfeiture terms that apply to the unvested shares of common stock received in exchange for their Class B Units. In addition, the Company granted to Messrs. Puckett and Swinburn an option to acquire shares of our common stock, with an exercise price per share equal to the IPO price ($22 per share), which vest ratably on each of the first three anniversaries of the IPO, subject to their continued service with us.

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In connection with our IPO, our Board of Directors approved and implemented the following director compensation program, which includes the following for each of our non-employee directors. The following table sets forth the cash component of our non-employee director compensation policy:

In addition to the annual cash retainers set forth above, each of our non-employee directors is entitled to receive an annual equity award of restricted stock units with a grant date fair value of approximately $115,000. Annual restricted stock unit awards to our non-employee directors will generally vest on the first anniversary of the date of grant, subject to such director’s continued service through such date.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Other than compensation arrangements with our named executive officers (“NEOs”) and directors, we describe below each transaction or series of similar transactions, since December 26, 2020 to which we were a party or will be a participant, in which:

Compensation arrangements with our NEOs and directors are described in the sections entitled “Executive Compensation” and “Corporate Governance—Director Compensation” respectively.

Indemnification arrangements for our NEOs and directors are described below under “—Indemnification Agreements.”

Policies and Procedures for Related Party Transactions

We have adopted a written Related Person Transaction Policy (the “RPT Policy”), which sets forth our policy with respect to the review, approval, ratification, and disclosure of all related person transactions by our Audit Committee. In accordance with the RPT Policy, our Audit Committee has overall responsibility for implementation of and compliance with the RPT Policy.

For purposes of the RPT Policy, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are, or will be a participant and the amount involved exceeded, exceeds, or will exceed $120,000 and in which any related person (as defined in the policy) had, has, or will have a direct or indirect material interest. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship that has been reviewed and approved by our Board of Directors or Audit Committee.

The RPT Policy requires that notice of a proposed related person transaction be provided to our Legal Department prior to entering into such transaction. If our Legal Department determines that such transaction is a related person transaction, the proposed transaction will be submitted to our Audit Committee for consideration. Under the RPT Policy, our Audit Committee will be permitted to approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our stockholders. In the event we become aware of a related person transaction that has not been previously reviewed, approved, or ratified under the RPT Policy and that is ongoing or is completed, the transaction will be submitted to our Audit Committee so that it may determine whether to ratify, rescind, or terminate the related person transaction.

The RPT Policy also provides that our Audit Committee will review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders. Additionally, we will make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.

Related Party Transactions

Stockholders Agreement

In connection with our IPO, on January 15, 2021, we entered into a Stockholders Agreement with the Principal Stockholders, which, as further described below, contains certain rights for the Principal Stockholders.

Consent Rights

For so long as the Principal Stockholder Entities collectively beneficially own at least 25% of our common stock, the Principal Stockholders will have prior approval rights over the following actions:

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The effect of the Stockholders Agreement is that the Principal Stockholders may maintain control over our significant corporate transactions even if it holds less than a majority of our common stock.

Composition of our Board of Directors

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.

Registration Rights Agreement

In connection with the completion of the IPO, we entered into a registration rights agreement with Driven Equity LLC and RC IV Cayman ICW Holdings LLC on January 20, 2021. On December 29, 2021, we entered into joinder agreements to the registration rights agreement with Driven Equity Sub LLC and RC IV Cayman ICW Holdings Sub LLC. Consequently, these entities became transferees of registrable securities under the registration rights agreement.

The registration rights agreement granted our Principal Stockholders and certain of their affiliates the right to cause us to register shares of our common stock held by it under the Securities Act of 1933, as amended (the “Securities Act”) and, if requested, to use our reasonable best efforts (if we are not eligible to use an automatic shelf registration statement at the time of filing) to maintain a shelf registration statement effective with respect to such shares. Certain affiliates of our Principal Stockholders are also entitled to participate on a pro rata basis in any registration of our common stock under the Securities Act that we may undertake. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify certain affiliates of our Principal Stockholders and members of management participating in any offering against certain liabilities which may arise under the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to us.

In August 2021, we filed a registration statement on Form S-1 as a result of the exercise of demand registration rights by our Principal Stockholders pursuant to the registration rights agreement. Our Principal Stockholders sold 12,881,393 shares of our common stock in an underwritten offering under that registration statement.

Income Tax Receivable Agreement

We entered into an income tax receivable agreement on January 16, 2021 pursuant to which certain current and prior stockholders, including our Principal Stockholders, and our senior management team, have the right to receive payment by us

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of 85% of the amount of cash savings, if any, in U.S. and Canadian federal, state, local, and provincial income tax that we and our subsidiaries actually realize (or are deemed to realize in the case of a change of control and certain subsidiary dispositions, as discussed below) as a result of the realization of Pre-IPO and IPO-Related Tax Benefits. The “Pre-IPO and IPO-Related Tax Benefits,” include: (i) all depreciation and amortization deductions, and any offset to taxable income and gain or increase to taxable loss, resulting from the tax basis that we have in our and our subsidiaries’ intangible assets, (ii) the utilization of certain of our and our subsidiaries’ U.S. federal and Canadian federal and provincial net operating losses, non-capital losses, disallowed interest expense carryforwards, and tax credits, if any, attributable to periods prior to the IPO, (iii) deductions in respect of debt issuance costs associated with certain of our and our subsidiaries’ financing arrangements, and (iv) deductions in respect of our and our subsidiaries’ offering-related expenses.

For purposes of the income tax receivable agreement, cash savings in income tax will be computed by reference to the reduction in the liability for income taxes resulting from the Pre-IPO and IPO-Related Tax Benefits. The term of the income tax receivable agreement commenced upon consummation of IPO and will continue until all relevant Pre-IPO and IPO-Related Tax Benefits have been utilized, accelerated, or expired.

Our counterparties under the income tax receivable agreement will not reimburse us for any payments previously made if such Pre-IPO and IPO-Related Tax Benefits are subsequently disallowed (although future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances we could make payments under the income tax receivable agreement that are greater than our and our subsidiaries’ actual cash tax savings.

While the actual amount and timing of any payments under the income tax receivable agreement will vary depending upon a number of factors, including the amount and timing of the taxable income we and our subsidiaries generate in the future, and our and our subsidiaries’ use of the Pre-IPO and IPO-Related Tax Benefits, we expect that during the term of the income tax receivable agreement, the payments that we may make could be material. Assuming no material changes in the relevant tax law and that we and our subsidiaries earn sufficient taxable income to realize the full Pre-IPO and IPO-Related Tax Benefits, we would expect that future payments under the income tax receivable agreement will aggregate to approximately $145 million to $165 million.

Any future changes in the realizability of the Pre-IPO and IPO-Related Tax Benefits will impact the amount that will be paid under the income tax receivable agreement to our existing stockholders. Based on our current taxable income estimates, we expect to pay the majority of this obligation by the end of our 2025 fiscal year. We expect to pay between $145 million and $165 million in cash related to the income tax receivable agreement, based on our current taxable income estimates. We plan to use cash flow from operations and availability under our debt facilities to fund this obligation.

If we undergo a change of control, payments under the income tax receivable agreement for each taxable year after such event would be based on certain valuation assumptions, including the assumption that we and our subsidiaries have sufficient taxable income to fully utilize the Pre-IPO and IPO-Related Tax Benefits. Additionally, if we sell or otherwise dispose of any of our subsidiaries in a transaction that is not a change of control, we will be required to make a payment equal to the present value of future payments under the income tax receivable agreement attributable to the Pre-IPO and IPO-Related Tax Benefits of such subsidiary that is sold or disposed of, applying the assumptions described above.

The income tax receivable agreement provides that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due (subject to a specified cure period), failure to honor any other material obligation under it or by operation of law as a result of the rejection of it in a case commenced under the United States Bankruptcy Code or otherwise, then all our payment and other obligations under the income tax receivable agreement will be accelerated and will become due and payable and we will be required to make a payment equal to the present value of future payments under the income tax receivable agreement, applying the same assumptions described above. Such payments could be substantial and could exceed our and our subsidiaries’ actual cash tax savings from the Pre-IPO and IPO-Related Tax Benefits.

Because we are a holding company with no operations of our own, our ability to make payments under the income tax receivable agreement is dependent on the ability of our subsidiaries to make distributions to us. Our debt agreements may restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the income tax receivable agreement. To the extent that we are unable to make payments under the income tax receivable agreement because of restrictions under our outstanding indebtedness, such payments will be deferred and will generally accrue interest at a rate of the London Interbank Offering Rate (“LIBOR”) plus 1.00% per annum until paid. To the extent that we are unable to make payments under the income tax receivable agreement for any other reason, such payments will generally accrue interest at a rate of LIBOR plus 5.00% per annum until paid.

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Divisions Maintenance Group

Following the completion of a bidding process, we entered into an agreement and have made payments for facilities maintenance services in the aggregate amount of approximately $3.6 million during the year ended December 25, 2021 to Divisions Maintenance Group, an entity owned by affiliates of Roark Capital Management, LLC, which is related to our Principal Stockholders. The agreement was reviewed and approved by the Audit Committee of the Company’s Board of Directors in accordance with our Related Person Transactions Policy.

Indemnification Agreements

We have entered into indemnification agreements with each of our current executive officers and directors. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 24, 2022 unless otherwise noted below for the following:

The percentage of ownership is based on 167,506,829 shares of common stock outstanding as of March 24, 2022.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities or have the right to acquire such powers within 60 days. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated, the address of each person or entity named in the table below is 440 S. Church Street, Suite 700, Charlotte, NC 28202.

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HUMAN CAPITAL MANAGEMENT

Our Workforce

As of December 25, 2021, we employed approximately 9,900 full-time employees, including approximately 8,600 employees at company-operated locations. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and prospective employees. The principal purposes of our incentive plans are to attract, retain, and motivate our employees, executive officers, and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. We strive for exceptional performance and results, which is why meritocracy is one of our core values. We provide employees the opportunity to grow and to be rewarded based on results.

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PROPOSAL TWO:

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act and the related rules of the SEC and as a matter of good corporate governance, a proposed resolution will be presented at the Annual Meeting asking our stockholders to approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in the Compensation Discussion and Analysis (“CD&A”), the Summary Compensation Table, and the related compensation tables, notes, and narrative in the Proxy Statement for the Company’s Annual Meeting.

As set forth in the CD&A below, the Company has designed its compensation programs to: (i) align executives’ pay with the Company’s performance and focus on producing sustainable long-term growth, (ii) attract and retain executives with the experience necessary to achieve our business goals, and (iii) align executives’ interests with those of the stockholders and to encourage the creation of long-term value. Although the vote to approve executive compensation is purely advisory and non-binding, the Compensation Committee and Board of Directors values the opinions of our stockholders and will consider the results of the vote in determining the compensation of the NEOs and the Company’s compensation programs generally. The vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the policies and practices described in this Proxy Statement.

Accordingly, we are asking for stockholder approval, on an advisory basis, of the following resolution:

“RESOLVED, that the compensation of the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion associated with the compensation tables in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders is hereby APPROVED.”

The proposal will be approved by the affirmative vote of a majority of the shares of our common stock present in person (virtually) or by proxy at the Annual Meeting and entitled to vote.

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EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

The following Compensation Discussion and Analysis provides information regarding the objectives and elements of our executive compensation philosophy, practices, and programs with respect to the compensation of our NEOs. The following discussion and analysis of compensation arrangements of our NEOs for 2021 should be read together with the compensation tables and related disclosures set forth below. In January 2021, we completed our IPO and listing on NASDAQ. As a publicly-traded company, we continue to sharpen our focus on our executive compensation program and continue to align our overall executive compensation philosophy, plans, and programs with those of similarly situated U.S.-based publicly-traded companies, while retaining a necessary measure of flexibility to address appropriate individual circumstances. We have established a number of policies and practices to support our compensation philosophy, improve our compensation governance, and drive performance that aligns executives’ and stockholders’ interests. Compensation policies that we adopt in the future may differ materially from the policies summarized in this discussion.

Our NEOs for the fiscal year ended December 25, 2021 were:

Executive Compensation Philosophy

Our executive compensation programs are guided by the following principles, which make up our executive compensation philosophy:

Our executive program has three key elements, which have been designed according to these principles: base salary, annual cash incentives, and equity-based long-term incentives. We also provide limited perquisites and retirement benefits to our NEOs, as well as country-specific customary benefits for NEOs that reside outside of the United States.

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2021 Financial Performance Highlights

The Company’s financial performance highlights for fiscal year 2021 include:

Process for Determining Executive Compensation

Our Compensation Committee is responsible for determining and recommending to the Board for approval the compensation of our Chief Executive Officer and other executive officers. Our Compensation Committee reviews with management the Company’s compensation objectives and targets and recommends them to the Board for approval. Our Chief Executive Officer works closely with the Compensation Committee in managing our executive compensation program and attends meetings of the Compensation Committee. Because of his daily involvement with the executive team, our Chief Executive Officer makes recommendations to the Compensation Committee regarding compensation for the executive officers other than himself. Our Chief Executive Officer does not participate in discussions with the Compensation Committee or the Board regarding his own compensation. As part of its annual compensation review process, the Compensation Committee in 2021 engaged an outside compensation consultant, Frederic W. Cook & Co., Inc. (“Advisor”), to provide independent analysis on competitive market practices and trends, peer group selection for purposes of benchmarking, and individual compensation analysis and recommendations for the CEO and his direct reports. As a result of this review, the Board approved base salary and target long-term incentive changes for each of the NEOs for 2022, with changes noted in the appropriate section below.

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Elements of Executive Compensation

Our compensation program consists of three main elements: base salary, annual cash incentives, and equity-based long-term incentives. We also provide various benefit and retirement programs. The table below provides an overview of the elements of our executive compensation program, a brief description of each compensation element and the reason for inclusion in the executive compensation program.

Our executive compensation program also provides for cash severance payments and benefits following certain terminations of employment pursuant to the terms of each NEO’s employment agreement.

Base Salary

Each NEO receives a base salary to compensate such executive for services provided to the Company. Base salary is intended to provide a fixed component of compensation reflecting various factors, such as the nature of the role and the

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experience and performance of the individual. Our NEOs’ initial base salaries were established through arms-length negotiation at the time the individual was hired. Thereafter, the base salaries of our executive officers, including our NEOs, are adjusted as we deem appropriate.

The annual base salaries for our NEOs were adjusted at the beginning of 2022 as a result of the benchmarking analysis performed by our Advisor and the Compensation Committee’s recommendations to the Board based on each NEO’s relative contribution and impact. Salaries at the end of fiscal year 2021 as well as 2022 changes were as follows:

Annual Incentive Compensation

During fiscal year 2021, our NEOs were eligible to participate in our annual performance-based cash bonus plan (“ABP”). Our Compensation Committee intends to continue an ABP for eligible employees, including our NEOs.

For fiscal year 2021, and continuing for 2022, the annual target bonus (as a percentage of base salary) for each of our NEOs was as follows:

Each of our NEOs’ bonuses in respect of fiscal year 2021 performance were paid in the first quarter of 2022.

The ABP is an important component of the executive compensation program and is designed to reinforce the Company’s goals and strategic initiatives and reward executives for Company and business unit (Segment, where applicable) performance. The Compensation Committee establishes the objectives of the ABP to ensure that the program aligns managements’ financial interests with those of stockholders.

For 2021, the amount of the bonus payable under the ABP for our NEOs was determined based on achievement of Adjusted EBITDA (“EBITDA”) performance goals (weighted at 50%) and achievement of Management by Objectives (“MBOs”) (weighted at 50%). For Messrs. Rivera and Macaluso, the EBITDA portion of the performance goals was divided equally between total Company EBITDA (weighted at 25%) and their respective business unit EBITDA (weighted at 25%). The targets associated with each metric were approved by the Board in March 2021 and remained unchanged throughout the plan performance period. Payouts under the EBITDA metric were subject to a pay-for-performance scale that required minimum performance of at least 96% of target and awarded up to 125% of bonus target upon achievement of 105% of target performance. Payouts under the MBO metric were based on an individual scorecard established for each NEO and subject to the achievement of specific performance criteria which included goals associated with revenue (or sales), new unit growth, and same-store sales growth, with overall payouts under the MBO metric capped at 100% of bonus target. In addition to the noted metrics, the overall bonus payout was subject to qualifiers that could reduce payout if not achieved, and those qualifiers included SG&A expense target as well as no material weaknesses reported on the Company’s annual 10-K filing. The Board also reserves the right to adjust individual payouts based on extraordinary performance or event(s).

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The actual payouts for each NEO were paid in the first quarter of 2022, included in the Summary Compensation Table, and were determined based on the following:

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.

Initial Public Offering Equity Awards

In connection with our IPO in January 2021, our Board of Directors adopted, and our stockholders approved, our 2021 Omnibus Incentive Plan (“Omnibus Incentive Plan”), pursuant to which we are permitted to grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock, restricted stock units, or other stock-based awards as permitted under the Omnibus Incentive Plan. The Omnibus Incentive Plan is designed to align the interests of our management team with our stockholders.

Prior to our IPO, each of our NEOs was granted profits interests (i.e., Class B Common Units (“Class B Units”)) of Driven Investor LLC (“Parent”) under the Parent Incentive Equity Plan (the “Profits Interest Plan”) and Parent’s operating agreement. Class B Units allowed the NEOs to share in the future appreciation in the equity value of Parent. For each Class B Unit award, approximately one-third of the Class B Units vested ratably over 5 years based on continued employment, and approximately two-thirds of the Class B Units were eligible to vest, based on the level of internal rate of return (based on cash payments or other distributions actually received) that is achieved by RC Driven Holdco LLC and its affiliates (the “Sponsor Group”).

In connection with the IPO, the Class B Units in Driven Investor LLC were exchanged for an economically equivalent number of vested shares of our common stock and unvested shares of restricted stock in the same proportion as the Class B Units held by the grantee were vested or unvested immediately prior to the Reorganization (collectively, the “Distributed Shares”) and stock options with an exercise price per share equal to $22.00 per share, to acquire shares of our common stock under the Omnibus Incentive Plan (the “Top-Up Options”). The Top-Up Options, taken together with the Distributed Shares, were designed to preserve the intended percentage of the future appreciation of Driven Investor LLC that the Class B Units would have been allocated had they not been exchanged in connection with the IPO. The Top-Up Options were partially vested and partially unvested at grant, in the same proportion as the Class B Units held by the grantee were vested or unvested immediately prior to the Reorganization. The unvested portion of these stock option grants is subject to the same vesting and forfeiture terms that apply to the unvested Distributed Shares. The unvested Distributed Shares and Top-Up Options which are eligible to vest based on achievement of performance goals, shall be eligible to vest (i) upon a sale transaction if, and to the extent that, our Sponsor Group achieves certain levels of internal rate of return in connection with the sale transaction, or (ii) if, as of the end of any fiscal year-end, the Sponsor Group and RC IV Cayman ICW Holdings LLC and its equityholders collectively own and control less than 50% of the equity and voting interests in the Company (a) as of such fiscal year-end, and during such fiscal year the Sponsor Group has received additional Sponsor Cash Inflows, and our Sponsor Group achieves certain levels of internal rate of return or (b) commencing in our 2023 fiscal year, subject to achievement by our Sponsor Group of certain levels of internal rate of return taking into account the prior Sponsor Cash Inflows (and the applicable dates thereof) and the proceeds Sponsor Group would have received if it had sold all of its remaining shares our Common Stock at the volume weighted average price (“VWAP”) of the last 90 trading days of the fiscal year, with respect to 1/3 of the such Distributed Shares and Top-Options per year over 3 years.

As used herein, “Sponsor Cash Inflows” generally means, subject to certain specified exceptions, as of any date of determination, all cash payments or other cash distributions (other than tax distributions) actually received by the Sponsor

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Group on or prior to such date of determination with respect to debt or equity securities of the Company, its subsidiaries or affiliates (whether such payments are received from the Company, its subsidiaries or affiliates or any third party, and including any cash payments received by the Sponsor Group under the tax receivable agreement).

The table below sets forth, based on our IPO price of $22.00 per share of common stock, the number of shares of our common stock that were distributed in redemption of Class B Units, and the number of stock options that were granted to each of our NEOs in connection with the redemption described above:

In addition, in November 2021, the Committee reviewed with its Advisor the overall equity holdings of the NEOs and determined that a one-time stock option grant would provide additional retention incentive. The Committee determined that stock options would provide the most appropriate balance between alignment to stockholder interests and long-term value creation for the NEOs. The NEOs were granted stock options as shown on the chart below on December 20, 2021, and which cliff vest 4 years following the date of grant, subject to continued employment on such date, with 100% eligible to vest on December 20, 2025.

Employee Benefits and Perquisites

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 2021 included company-paid group life insurance premiums and use of a leased car for Mr. Macaluso. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide additional or different perquisites or other personal benefits in limited circumstances, such as where we believe doing so is appropriate to assist an individual in

the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment, motivation, and/or retention proposes. 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.

Other Compensation Policies and Practices

Our Securities Trading Policy provides that Company employees and directors may not engage in derivative transactions involving the Company’s securities. Our Securities Trading Policy further prohibits our directors, officers, and other employees, and their designees, from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities. The Company prohibits its directors, officers, employees, and their household and immediate family from engaging in transactions regarding purchasing, or pledging of, the Company’s stock on margin, short sales, buying or selling puts, calls, options, or other derivatives in respect of securities of the Company. In addition, equity awards granted under our Omnibus Incentive Plan may be clawed back, as determined by the Board, in the event an award recipient, among other things, engages in an activity that is in conflict with or adverse to the interest of the Company or any affiliate.

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Target 2021 Compensation Mix for our CEO and Other NEOs

Tax and Accounting Considerations

Section 162(m) of the Code

In general, Section 162(m) of the Internal Revenue Code (the “Code”) denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to the executives designated in Section 162(m) of the Code, including, but not limited to its chief executive officer, chief financial officer, and the next three highly compensated executives of such corporation whose compensation is required to be disclosed in its proxy statement (each, a “covered employee”). Once an officer is a covered employee, his or her compensation from us at any time will remain subject to the limitation under Section 162(m) of the Code.

Although our Compensation Committee is mindful of the potential effects of Section 162(m) of the Code on the deductibility of compensation paid to our NEOs, our Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) of the Code if those requirements would impair flexibility in compensating our NEOs in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our company and our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) of the Code where we believe it is appropriate to do so.

Section 280G of the Code

Section 280G of the Code disallows a tax deduction with respect to certain payments to executives of companies that undergo a change in control, and Section 4999 of the Code imposes a 20% excise tax on the individual receiving “excess parachute payments.” Generally, parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation.

The terms of our Omnibus Incentive Plan provide that, to the extent an option holder (which includes each of our NEOs) would be subject to Section 280G or 4999 of the Code, the option holder’s parachute payments, whether under our Omnibus Incentive Plan or any other plan, program, agreement, or arrangement, would be reduced to the extent that no portion of the payment shall be subject to the excise tax, but only if the option holder’s net after-tax benefit would exceed what the net after-tax benefit would have been if such reduction were not made and the option holder paid the applicable excise tax. We do not provide for excise tax gross-ups to our NEOs.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021.

THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS:

Catherine Halligan

Chadwick Hume

Michael Thompson

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Executive Compensation Tables

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 25, 2021 and December 26, 2020.

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2021 Grants of Plan-Based Awards

The following table sets forth certain information with respect to certain grants of plan-based awards during fiscal year 2021 for each of our NEOs.

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Outstanding Equity Awards at Fiscal Year-End 2021

The following table provides information about the outstanding equity awards held by our NEOs as of December 25, 2021.