Danny Rivera
Driven Brands HoldingsAbout Danny Rivera
Danny Rivera is President & Chief Executive Officer (CEO) of Driven Brands (DRVN) effective May 9, 2025, and serves on the Board as a Class I director. He joined Driven in November 2012 as Chief Information Officer, later serving as Meineke Brand President (2014), Group President of the Maintenance segment and President of Take 5 Oil Change (2020). He holds a B.S. in computer engineering and a J.D. from Florida International University. Company performance context: fiscal 2024 revenue grew +2% YoY, adjusted EBITDA +7% YoY, and same-store sales +1% YoY, metrics that underpin executive incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Driven Brands | Chief Information Officer | Nov 2012–2014 | Technology leadership across portfolio |
| Driven Brands | Meineke Brand President | 2014–2020 | Brand leadership and operations |
| Driven Brands | Group President, Maintenance Segment; President, Take 5 Oil Change | 2020–2025 | Segment P&L leadership; oil change growth |
| Driven Brands | President & CEO; Class I Director | May 9, 2025–present | Enterprise leadership; board service |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AutoNation | Leadership roles | — | Retail automotive operations experience |
| General Electric | Leadership roles | — | Process and scale discipline |
| Motorola | Leadership roles | — | Technology and operations |
| Burger King | Leadership roles | — | Franchise/operations experience |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $575,001 | $800,000 (CEO terms) |
| Annual Bonus Target (% of salary) | 100% | 150% (CEO terms) |
| Long-Term Incentive Target (as % of salary) | $1,437,500 target value (about 250% of salary equivalent at grant pricing) | 400% of salary; supplemental 2025 equity $500,000 (33% RSU/67% PSU) |
Performance Compensation
Annual Bonus Program (ABP) – 2024 Design and Outcome
| Component | Weight | Threshold Performance (% of target) | Target Performance (% of target) | Max Performance (% of target) |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | 97% | 100% | N/A (cap at target) |
| Revenue | 10% | 95% | 100% | N/A (cap at target) |
| Same-Store Sales | 15% | 50% | — | — |
| Payout mechanics | — | Threshold payout = 50% of target; overall ABP capped at 100% | — | — |
| Rivera 2024 ABP payout | — | — | 75% of target; $428,950 | — |
Notes and governance:
- Mid-2024 the Compensation Committee adjusted thresholds to align with updated industry expectations, raised EBITDA threshold to 97% and capped payouts at target to reinforce pay-for-performance .
- A 20% reduction applied if a material weakness in internal controls were reported; Board retained discretionary adjustment rights .
Long-Term Incentives (LTI)
2024 Annual Grants
| Grant Date | RSUs (#) | PSUs Target (#) | PSUs Max (#) | Vesting |
|---|---|---|---|---|
| Feb 27, 2024 | 35,074 | 70,160 | 140,320 | RSUs vest ratably on Feb 27, 2025/2026/2027; PSUs cliff vest after 3-year performance period (FY2024–FY2026) based on cumulative Adjusted EBITDA (60%) and relative TSR vs S&P MidCap 400 (40%) |
2022 PSU Outcome (performance period ended FY2024)
| Metric | Weight | Achievement vs Target | Payout | Shares vested (Rivera) |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 60% | 93% of target | 65% of metric | — |
| Relative TSR vs S&P MidCap 400 | 40% | Below threshold | 0% of metric | — |
| Aggregate | 100% | — | 39% of target | 8,636 shares |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 763,236; includes options to purchase 268,421 shares vested or vesting within 60 days |
| Ownership as % of shares outstanding | <1% (based on 164,274,617 shares outstanding as of April 7, 2025) |
| Selected outstanding awards at FY2024 year-end | RSUs unvested: 35,074; PSUs (threshold shown per SEC rules): 35,080; Distributed Shares vesting Apr 30, 2025: 403,694; Top-Up Options vesting Apr 30, 2025: 193,491; Options fully vest Dec 20, 2025: 250,000 |
| Ownership guidelines | CEO: 6x salary; others: 3x; executives have 5 years to comply; current NEOs are in compliance or on track by March 2027 (Diamond by Aug 2029) |
| Hedging/pledging policy | Prohibits hedging, pledging, margin purchases, short sales, and derivatives by directors/officers/employees |
Potential selling pressure indicator:
- Significant vesting/conversion date April 30, 2025 for Distributed Shares and Top-Up Options may increase near-term supply if exercises/sales occur .
Employment Terms
| Term | Pre-CEO (as of 12/28/2024) | Post-CEO (effective May 9, 2025) |
|---|---|---|
| Employment type | At-will (2012/2014 letter) | At-will; CEO letter dated Sept 16, 2025, effective May 9, 2025 |
| Base salary | $575,001 | $800,000 |
| ABP target | 100% of salary | 150% of salary |
| LTI target | 2024 target value $1,437,500 (33% RSU/67% PSU) | 400% of salary (annual grants); supplemental $500,000 in 2025 (33% RSU/67% PSU) |
| Severance | 6 months base salary if terminated without cause (pre-CEO terms) | 18 months base salary if terminated without cause or resigns for good reason; prior year earned bonus paid and pro-rated current year bonus based on actual metrics; Release required; timing rules per 409A |
| Change-of-control (legacy awards) | Distributed Shares and Top-Up Options accelerate on “sale transaction” | Same treatment for legacy awards; severance not payable solely due to change-of-control absent qualifying termination |
| Non-compete / non-solicit | Two-year post-termination non-compete and non-solicit (pre-CEO agreements) | Restrictive covenants apply; severance conditioned on compliance; cause and good reason defined |
| Board service compensation | CEO may serve on Board without additional compensation | |
| Clawbacks | Rule 10D-1-compliant clawback; covers restatements and misconduct; equity awards cancellable for violations |
Board Governance
- Board appointment and independence: Rivera becomes a Class I director upon appointment to CEO on May 9, 2025; as CEO, he is not independent. The Board has 10 members, 6 independent. Chair and CEO roles are separated, with Jonathan Fitzpatrick as Non-Executive Chair from May 9, 2025, supporting governance balance .
- Committees (independent-only composition):
- Audit Committee: Chair Rick Puckett; members Karen Stroup, Peter Swinburn; Puckett designated “audit committee financial expert” .
- Compensation Committee: Chair Cathy Halligan; members Damien Harmon, Rick Puckett, Karen Stroup, Jose Tomás .
- Nominating & Corporate Governance Committee: Chair Peter Swinburn; members Cathy Halligan, Jose Tomás .
- Executive sessions: Non-management and independent directors meet in executive session regularly; at least annual independent-only sessions .
- Attendance: FY2024 Board met 6 times; Audit 8; Compensation 6; NCGC 4; all directors attended ≥75% of meetings and the 2024 annual meeting .
Compensation Program Context
- Philosophy places 75%+ of NEO target comp at risk; Rivera’s mix aligned via ABP and PSUs tied to Adjusted EBITDA, Revenue, Same-Store Sales, and relative TSR .
- Peer group benchmarking includes retail, hospitality, franchise companies (e.g., Valvoline, Domino’s, Planet Fitness, Texas Roadhouse); Meridian Compensation Partners serves as independent consultant; 2024 Say-on-Pay approval ~78% (decline attributed to 2023 one-time conversion of pre-IPO awards) .
Risk Indicators & Red Flags
- Derivative litigation: Rivera named as a defendant in Kalimon v. Aronson (filed Oct 7, 2025) alleging disclosure-related breaches; consolidated derivative actions stayed pending securities class action discovery; company disputes allegations .
- Equity vesting concentration: Large legacy vesting on April 30, 2025 for Distributed Shares/Top-Up Options may create supply overhang risk if exercised/sold .
- Program safeguards: No excise tax gross-ups; prohibition on hedging/pledging; clawbacks; ABP capped at target; independent compensation governance .
Multi-Year Compensation Summary (Rivera)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 450,000 | 555,769 | 575,001 |
| Bonus ($) | — | 37,401 | — |
| Stock Awards ($) | 1,019,180 | 5,993,746 (includes modification value of Converted awards) | 1,587,499 |
| Option Awards ($) | — | 841,686 (modification value of Converted Top-Up Options) | — |
| Non-Equity Incentive (ABP) ($) | 540,000 | 130,065 | 428,950 |
| All Other Compensation ($) | 13,706 | 30,413 | 39,884 |
| Total ($) | 2,022,886 | 7,589,080 | 2,631,334 |
Director Compensation (applicable once on board)
- As an employee director (CEO), Rivera receives no additional director compensation for Board service per his CEO employment letter .
- Non-employee director compensation program (for reference): cash retainers and annual RSUs; committee retainers increased in March 2025; all committees remain independent-only .
Investment Implications
- Pay-for-performance alignment: Rivera’s incentive mix is heavily at risk, with PSUs tied to three-year cumulative Adjusted EBITDA and relative TSR vs S&P MidCap 400; prior PSU payout at 39% underscores discipline when TSR underperforms .
- Near-term supply overhang risk: Significant legacy vesting on April 30, 2025 (Distributed Shares/Top-Up Options) could elevate insider selling pressure around that window; monitoring Form 4 activity is prudent .
- Retention and protections: CEO severance at 18 months base salary with pro-rated bonus on qualifying termination provides stability; clawbacks and strict hedging/pledging prohibitions mitigate governance risk .
- Governance balance: Separation of Chair and CEO roles and independent-only committees reduce dual-role conflicts; Rivera, as a management director, is not independent, but Board structure maintains oversight .
- Shareholder sentiment: 2024 Say-on-Pay support at ~78% suggests watchful investors following 2023 one-time award modifications; continued delivery on EBITDA and TSR targets will be key to sustaining support .