DRIVEN BRANDS HOLDINGS INC (DRVN)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
DRIVEN BRANDS HOLDINGS INC · Meeting: July 28, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the three Class III director nominees named in this proxy statement, each for a term of three years
Against Analysis
Mr. Hume has served since December 2020 — well over 24 months — and DRVN's 3-year stock return of -50.8% trails the compensation peer group median of +0.5% by approximately 51 percentage points, far exceeding the 20-percentage-point trigger threshold that applies when a company's absolute 3-year return is negative; the 5-year gap of -56.1pp versus the peer 5-year median of +1.6% also exceeds the same 20pp threshold, so the 5-year mitigant does not apply and the AGAINST vote stands.
Ms. Stroup has served since December 2020 — well over 24 months — and DRVN's 3-year stock return of -50.8% trails the compensation peer group median of +0.5% by approximately 51 percentage points, far exceeding the 20-percentage-point trigger threshold that applies when absolute 3-year TSR is negative; the 5-year gap of -56.1pp versus the peer 5-year median of +1.6% also exceeds the same 20pp threshold, so the 5-year mitigant does not apply and the AGAINST vote stands.
For Analysis
Mr. Harmon joined the board in January 2024, which is within the 24-month new-director exemption window, so he is exempt from the stock performance trigger regardless of DRVN's underperformance versus peers.
Of the three Class III nominees, Damien Harmon receives a FOR vote because he joined the board in January 2024 and falls within the 24-month new-director exemption. Chad Hume and Karen Stroup each receive AGAINST votes: both have served since December 2020, DRVN's stock has lost roughly half its value over three years while the compensation peer group median returned a positive 0.5%, and the 51-percentage-point gap vastly exceeds the 20-point trigger threshold for companies with negative absolute TSR. The 5-year data confirms sustained underperformance and does not soften the determination. Note that Hume is a Roark Capital designee under the Stockholders Agreement, but that relationship is governance context, not a basis to override the performance trigger.
Say on Pay
✓ FORCEO
Daniel Rivera
Total Comp
$5,188,235
Prior Support
86%%
CEO Daniel Rivera's total reported compensation of approximately $5.2 million is reasonable for a newly appointed CEO at a $2.2 billion consumer discretionary company, and the pay structure is sound: 85% of his target pay is at-risk (variable), including performance stock awards tied to three-year cumulative adjusted earnings and relative stock performance versus the S&P MidCap 400, and time-based stock awards that tie value directly to the share price. Critically, neither Rivera nor the other executives received any annual cash bonus for 2025 because the company missed its adjusted earnings threshold — the pay-for-performance link actually worked as intended. The prior year shareholder vote showed 86% support, the company has a meaningful clawback policy (currently being applied to the financial restatement), and the compensation committee is fully independent, so no policy trigger fires for a AGAINST vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
4 yrs
Audit Fees
$4,101,100
Non-Audit Fees
$216,960
PwC has audited Driven Brands since 2022 (approximately 4 years), which is well below the 25-year tenure threshold; non-audit fees (audit-related fees of $190,000 plus tax fees of $20,000 plus other fees of $6,960, totaling approximately $216,960) represent about 5% of the $4,101,100 audit fee, far below the 50% independence-concern threshold; and PwC is a Big 4 firm appropriate for a company of DRVN's size and complexity. Note: the proxy discloses a financial restatement covering fiscal years 2023 and 2024, which is a relevant governance concern, but the filing does not attribute that restatement to an audit failure by PwC — the errors appear to have been identified by management and the audit committee rather than being a missed audit issue, so the restatement trigger does not fire under the policy.
Overall Assessment
The 2026 Driven Brands annual meeting ballot contains three proposals: director elections, an advisory say-on-pay vote, and auditor ratification. The most significant governance concern is persistent stock price underperformance — DRVN has lost roughly half its value over three years while the compensation peer group returned a positive median — which triggers AGAINST votes for the two long-tenured Class III nominees (Hume and Stroup), while newly-joined Damien Harmon receives a FOR under the new-director exemption; the say-on-pay and auditor ratification proposals both pass their policy screens and receive FOR determinations.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing