Jonathan Fitzpatrick
Driven Brands HoldingsAbout Jonathan Fitzpatrick
Jonathan Fitzpatrick is Driven Brands’ outgoing President & CEO and a Class I director who will become Non-Executive Chair on May 9, 2025; he joined the board in April 2018 and has 7 years of board tenure as of April 7, 2025, with age 54 and degrees from University College Dublin . He is not classified as an independent director; the proxy lists six independent directors, excluding him, and notes the company’s “controlled company” status under Nasdaq rules . He served as CEO since July 2012 and will act as Senior Advisor to the new CEO through fiscal 2025 for $750,000 in cash fees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Driven Brands | President & Chief Executive Officer | Jul 2012 – May 9, 2025 | Led franchised, multi-brand auto services; transitioned to Non-Executive Chair |
| Burger King Corporation | EVP/Chief Brand & Operations Officer | Feb 2011 – Jun 2012 | Global brand and ops leadership post 3G Capital acquisition |
| Burger King Corporation | EVP, Global Operations | Oct 2010 – Feb 2011 | Global operations management |
| Burger King Corporation | SVP Operations, EMEA | Aug 2009 – Oct 2010 | Regional operations for Europe, Middle East, Africa |
| Burger King Corporation | SVP, Development & Franchising | Jul 2007 – Aug 2009 | Franchise development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nothing Bundt Cakes (private; Roark-affiliated) | Director | Current | Private company board; affiliate of Roark Capital |
Board Governance
- Board structure: 10 directors across three classes; CEO role separated from Chair effective May 9, 2025 (Fitzpatrick becomes Non-Executive Chair; Rivera becomes CEO) .
- Independence: Controlled company under Nasdaq; six of ten directors are independent (Halligan, Stroup, Harmon, Puckett, Swinburn, Tomás); Fitzpatrick is not independent .
- Committees: Audit (Puckett—Chair; Stroup; Swinburn), Compensation (Halligan—Chair; Harmon; Puckett; Stroup; Tomás), Nominating & Corporate Governance (Halligan—Chair; Swinburn; Tomás); Fitzpatrick does not serve on committees .
- Attendance: FY2024—Board met 6 times; Audit 8; Compensation 6; NCGC 4; all directors attended ≥75% of Board/committee meetings and attended 2024 annual meeting .
- Executive sessions: Regular non-management sessions and at least annual independent-only sessions; committees also meet in executive session .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Non-Employee Director Annual Cash Retainer | $75,000 | Standard program (unchanged from 2023) |
| Committee fees (pre-March 2025) | Audit Chair $25,000; Member $10,000; Compensation Chair $20,000; Member $8,000; NCGC Chair $15,000; Member $6,000 | 2024 program |
| Committee fees (effective March 2025) | Audit Chair $30,000; Member $15,000; Compensation Chair $25,000; Member $10,000; NCGC Chair $20,000; Member $10,000 | Increased retainers approved March 2025 |
| Annual Director RSU Grant | ~$145,000 grant date fair value | 2024 grants; vests on first anniversary |
| Non-Executive Chair Incremental Cash Retainer | $125,000 | Additional retainer for Fitzpatrick as Non-Executive Chair |
| Non-Executive Chair Incremental RSU | $55,000 target value | Additional RSUs for Fitzpatrick as Non-Executive Chair |
Directors affiliated with Roark do not receive director compensation; Fitzpatrick is not identified as Roark-affiliated and will be compensated as Non-Executive Chair .
Performance Compensation
| Plan/Metric | Design | Weight | Threshold | Target | Max | FY2024 Result/Payout |
|---|---|---|---|---|---|---|
| Annual Bonus Program (ABP) | Company performance-linked cash | — | Overall min payout 50% | Capped at target | N/A | Fitzpatrick paid $1,119,000 (≈75% of target) in Q1’25 |
| ABP – Adjusted EBITDA | Earnout vs EBITDA goal; threshold tightened mid-2024 | 75% | 97% of target | 100% of target | N/A | Between threshold and target; overall cap at target |
| ABP – Revenue | Achieve revenue target | 10% | 95% of target | 100% of target | N/A | Exceeded target but payout capped at target |
| ABP – Same-Store Sales | Achieve SSS target | 15% | 50% of target | N/A | N/A | Between threshold and target |
| Equity Awards (2024 Grants) | Grant Date | Type | Shares (Target) | Shares (Threshold) | Shares (Max) | Grant Date FV ($) |
|---|---|---|---|---|---|---|
| Annual RSUs | 2/27/2024 | RSU | 121,998 | — | — | $1,664,053 |
| Annual PSUs | 2/27/2024 | PSU | 244,034 | 122,017 | 488,068 | $3,857,689 |
| PSU Metrics (2024–2026 Performance Period) | Weight | Threshold | Target | Max |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 60% | 90% of target (50% payout) | 100% (100% payout) | 110% (200% payout) |
| Relative TSR vs S&P MidCap 400 | 40% | 25th percentile (50% payout) | 50th percentile (100%) | 75th percentile (200%) |
| 2022 PSU Outcome (Performance Period ended 12/28/2024) | Cumulative Adjusted EBITDA | Relative TSR | Aggregate Payout |
|---|---|---|---|
| Fitzpatrick | 93% of target (65% payout component) | Below threshold (0% component) | 39% of target (35,983 shares) |
Clawbacks and Award Forfeiture:
- Nasdaq Rule 5608-compliant 10D-1 clawback applies to excess incentive-based comp for prior three years upon restatement; RSU/PSU agreements permit cancellation for fraud, covenant breaches, or conduct contributing to restatements .
- Hedging and pledging prohibited for directors and employees; derivatives and margin transactions restricted .
Change-in-Control and Severance:
| Scenario (as of 12/28/2024) | Cash Severance | Equity Acceleration |
|---|---|---|
| Termination without cause/for good reason | $1,550,000 (18 months base + $50,000) | None |
| Death/Disability | $1,119,000 (actual 2024 ABP) | None |
| Change in Control (no termination) | — | $34,718,558 (Distributed Shares/Top-Up Options accelerate) |
| Termination w/o cause in connection with CIC | $1,550,000 | None |
Section 280G Treatment: Payments/benefits reduced to avoid excise tax (no gross-up), yielding greater net after-tax amount to the executive .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| Roark Capital (Principal Stockholders) | Controls >50% voting; nomination rights scale with ownership; designated directors on board | Controlled company dynamics; Roark designees do not serve on committees |
| Nothing Bundt Cakes | Fitzpatrick board service; Roark affiliate owns the company | Affiliation with principal stockholder’s portfolio company |
| Divisions Maintenance Group | ~$4M facilities services paid in FY2024; owned by Roark affiliates; Audit Committee-approved under RPT policy | Related-party transaction with principal stockholder affiliates |
Expertise & Qualifications
- Franchise operations, brand development, and multi-unit retail experience from Burger King and Driven Brands, including global operations and EMEA leadership roles .
- Strategic and operational leadership through CEO tenure and transition planning to Non-Executive Chair .
- Education: Bachelor’s and Graduate degree from University College Dublin, Ireland .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jonathan Fitzpatrick | 4,007,460 | 2.4% | Includes 1,627,289 options vested/exercisable or becoming exercisable within 60 days; 164,274,617 shares outstanding as of Apr 7, 2025 |
Vested/Unvested Highlights (as of 12/28/2024):
- Top-Up Options: 423,327 exercisable; 1,233,089 vesting April 30, 2025; strike $22.00; expires 1/14/2031 .
- RSUs: 121,998 (2/27/2024 grant, ratable vesting through 2027) .
- PSUs: 122,017 threshold units for 2024–2026 period; performance-contingent .
- Ownership guidelines (while CEO): 6x salary requirement; NEOs in compliance or on track to meet by March 2027; derivatives and pledging prohibited .
Governance Assessment
- Board effectiveness: Fitzpatrick will chair the board as Non-Executive Chair, supporting CEO transition, with clear separation of CEO/Chair roles; committees remain fully independent and chaired by independent directors .
- Independence and conflicts: Not independent; service on a Roark-affiliated private company board amidst controlled company status and Roark nomination rights increases perceived influence of principal stockholder; however, Roark designees do not sit on board committees, mitigating direct oversight conflicts .
- Attendance and engagement: Met ≥75% attendance threshold; board and committee activity was robust in FY2024 (6 board, 8 audit, 6 compensation, 4 NCGC), and all directors attended the 2024 annual meeting, supporting engagement .
- Compensation alignment: 2024 ABP metrics tilted to EBITDA (75%) with tightened thresholds and payout capped at target; Fitzpatrick’s payout at ~75% of target reflects performance-based discipline; 2022 PSU paid at 39% due to under-threshold TSR, reinforcing relative performance accountability .
- Shareholder signals: 2024 say-on-pay support at ~78% with investor feedback around 2023 conversion of certain pre-IPO awards from performance- to time-based vesting; committee maintained program structure, citing one-time nature of adjustments .
- Red flags and risk indicators:
- Controlled company status with substantial principal stockholder rights (stockholders agreement), potentially constraining minority shareholder influence .
- Income Tax Receivable Agreement (TRA) pays 85% of realized tax savings to principal stockholders and senior management; $38M paid in 2024 and additional liabilities expected—creates cash outflow obligation benefiting insiders, viewed negatively by some investors .
- Related-party spend (~$4M to Divisions Maintenance Group, a Roark-affiliated entity) highlights ongoing affiliate transactions (albeit Audit Committee-reviewed per policy) .
- Non-independent Chair (Fitzpatrick) post-CEO transition may raise oversight concerns despite independent committee structures and regular executive sessions .
- Risk mitigants: Robust clawbacks (10D-1 compliant), prohibition of hedging/pledging, independent compensation consultant (Meridian) with no conflicts, and tightened ABP thresholds/capped payouts in 2024 .
Director Compensation (Context and 2025 Chair Terms)
| Element | Cash | Equity | Notes |
|---|---|---|---|
| Standard Non-Employee Director | $75,000 annual retainer; committee retainers per schedule | Annual RSU (~$145,000 grant value in 2024), vesting after one year | Committee fee increases effective March 2025 |
| Non-Executive Chair (Fitzpatrick) | +$125,000 cash retainer | +$55,000 incremental RSU target value | In addition to standard director compensation |
Compensation Committee Analysis (Context)
- Compensation Committee members: Halligan (Chair), Harmon, Puckett, Stroup, Tomás; fully independent; uses Meridian as independent advisor without identified conflicts .
- Peer group used for 2024 decisions included franchise/retail/service comparables (e.g., Domino’s, Valvoline, Planet Fitness, Texas Roadhouse, Williams-Sonoma, etc.), with DRVN positioned between the 25th–50th percentile on revenue .
- Say-on-pay: ~78% support in 2024; feedback tied to pre-IPO award conversion in 2023; program otherwise maintained .
Related Party Transactions & Policies
- RPT Policy: Audit Committee oversees approvals; ongoing review of related party transactions; notices routed through Legal; only best-interest transactions approved .
- Stockholders Agreement: Amended June 5, 2024; codifies Roark’s nomination rights based on ownership thresholds; currently up to five designees .
- TRA: 85% of realized tax savings paid; $38M payments in 2024; estimated $23M for FY24 payable in FY25; $111M future non-current liability; could accelerate on change of control; interest accrues if unpaid .
Equity Ownership & Alignment
- Beneficial ownership: Fitzpatrick 4,007,460 shares (2.4%); includes 1,627,289 vested/exercisable options within 60 days; company prohibits hedging and pledging; director equity grants are RSUs (no performance conditions) .
- NEO ownership guidelines: 6x salary (CEO) and 3x (other NEOs); NEOs in compliance or on track; while CEO, Fitzpatrick subject to guidelines; post-CEO, he receives Non-Executive Chair director RSUs .
Governance Assessment
- Overall: Strong committee independence and engagement, clear clawbacks and hedging/pledging prohibitions, and pay programs that penalize underperformance (TSR below threshold) support investor confidence .
- Watch items: Non-independent Chair, controlled company dynamics, TRA cash obligations, and ongoing related-party transactions with Roark affiliates warrant monitoring for board independence, capital allocation discipline, and minority shareholder protections .
- Transition: CEO-to-Chair transition structured with defined advisory fees and no severance; committees remain independent, mitigating execution risk during leadership change .