Driven Brands (DRVN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 20, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials and the 2024 Annual Report are available online, and shareholders can vote online, by phone, mail, or during the meeting.

• CEO transition: Jonathan Fitzpatrick will step down as CEO on May 9, 2025, becoming Non-Executive Chair, with Daniel Rivera appointed as the new CEO.

• Fiscal 2024 saw revenue grow 2% and adjusted EBITDA rise 7% year-over-year.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class II directors for three-year terms, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for FY2025.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 11, 2025.

Board of directors and corporate governance

• Board consists of 10 members, six of whom are independent; directors serve staggered three-year terms.

• Principal Stockholders have rights to nominate directors based on ownership percentage.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• Board leadership will separate CEO and Chair roles following the CEO transition.

• Directors attended at least 75% of meetings in 2024; all are expected at the 2025 meeting.