Driven Brands Holdings Inc.
For the period ended Jun 16, 2026. Filed Jun 16, 2026.
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Jun 16, 2026 · Filed Jun 16, 2026
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Contents
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.”
| Value of Initial Fixed $100Investment Based On: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SCT TotalCompensationfor PEO 1(1) · CompensationActuallyPaid to PEO(2) · SCT TotalCompensationfor PEO 2 (1) · CompensationActuallyPaid to PEO 2(2) · AverageSCT TotalCompensationforNon-PEONEOs(3) · AverageCompensationActuallyPaid to Non-PEONEOs(2) · Company’sCumulativeTSR(4) · Peer IndexCumulativeTSR(5) · NetIncome(6) · AdjustedEBITDA(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 | ||||||||
(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:
| 2025 Compensation Actually Paid to PEOs and AverageCompensation 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 |
(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.
| 42 | 2026 Proxy Statement |
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.
| 2026 Proxy Statement | 43 |
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| 44 | 2026 Proxy Statement |
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