Cathy Halligan

About Cathy Halligan

Independent director since December 2020; Age 61; Class II director nominated for a new three‑year term to expire at the 2028 Annual Meeting. Halligan is a seasoned retail and digital executive (former CMO of Walmart.com; senior roles at Williams‑Sonoma, Blue Nile, Gymboree; advisor/SVP at PowerReviews) with a B.S. from Northern Illinois University, and extensive current public board experience (Ferguson plc, Ulta Beauty, JELD‑WEN) including multiple audit and compensation committee roles .

Past Roles

External Roles

Board Governance

• Independence: Driven Brands is a “controlled company” (Roark affiliates control >50% voting power), yet six of ten directors are independent; all committees comprise independent directors. Halligan is independent .
• Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
• Attendance: In FY2024, Board met 6 times; Compensation 6; NCGC 4; all directors attended ≥75% of Board and relevant committee meetings. Annual meeting attendance was universal .
• Executive sessions: Regular non‑management executive sessions and at least annual independent‑only sessions; committees also meet in executive session .
• Charters: Committee charters available in Governance—Documents & Charters on the investor site .

Fixed Compensation

• Program change: Effective March 2025, committee retainers increased (Comp Chair to $25,000; NCGC Member to $10,000; Audit Chair to $30,000; Audit Member to $15,000; NCGC Chair to $20,000) .

Performance Compensation

• Meeting fees: Not used; compensation is retainer + committee fees + annual RSU grants .
• Hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Digital/retail transformation leadership (Walmart.com CMO; e‑commerce roles) .
• Boardroom experience across audit and compensation in multiple public companies; chair experience at JELD‑WEN and previously FLIR .
• Consumer marketing and strategy credentials; B.S., Northern Illinois University .

Equity Ownership

• Shares outstanding reference date: 164,274,617 (as of April 7, 2025) .
• Pledging/hedging: Prohibited by policy; no pledges disclosed .

Governance Assessment

• Strengths

  • Independent director with deep digital/retail expertise; chairs Compensation Committee and serves on NCGC, supporting board effectiveness in pay governance and succession planning .
  • Compensation Committee engages an independent consultant (Meridian); committee concluded no conflicts of interest, indicating sound process integrity .
  • Director compensation mix is balanced (cash + time‑based RSUs), with transparent program and modest committee fees; no meeting fees or excise tax gross‑ups for directors .
  • Attendance thresholds met; executive sessions for independent oversight; charters publicly available .
  • Robust clawback policy under Rule 10D‑1; comprehensive anti‑hedging/pledging policy enhances alignment and risk control .

• Risks/Watch‑items

  • Controlled company status and Roark nomination rights can concentrate influence; continued vigilance needed to preserve independent oversight despite control structure .
  • 2024 say‑on‑pay support at ~78% suggests investor sensitivity to prior equity award modifications; as Comp Chair, Halligan’s stewardship of pay design will be scrutinized for performance‑linkage and restraint .
  • Related‑party transactions exist with Roark affiliates (e.g., Divisions Maintenance Group ~$4 million in 2024); while Audit Committee reviewed/approved, controlled‑company context heightens perceived conflict risk (not specific to Halligan) .

Director Compensation (Detail)

• RSU valuation aligns with FASB ASC 718; grants based on closing price at grant date; annual RSU awards generally vest after one year .

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