Karen Stroup
Driven Brands HoldingsAbout Karen Stroup
Karen Stroup (age 49) has served as an independent Class III director of Driven Brands since December 2020; her current term expires at the 2026 annual meeting and her board tenure is 5 years as of April 7, 2025 . She is the Chief Digital Officer of WEX, Inc., leading product management, design, data & analytics, and digital transformation; prior roles include Chief Digital Officer at Thomson Reuters (2019–2021), Director, Digital BCG Accelerator at Boston Consulting Group, Chief Digital Officer at TreeHouse (2018), SVP “The Garage” at Capital One (2016–2018), and VP, Product Management at Intuit (2007–2016) . She holds a B.B.A. from the University of Notre Dame and an M.B.A. from Dartmouth College . Stroup is designated independent under Nasdaq rules and serves on independent-only board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomson Reuters | Chief Digital Officer | 2019–2021 | Led end-to-end digital transformation to improve NPS, revenue, and sales/marketing efficiency |
| Boston Consulting Group | Director, Digital BCG Accelerator | Not disclosed | Digital/innovation leadership |
| TreeHouse | Chief Digital Officer | 2018 | Digital leadership for home upgrade company |
| Capital One | SVP, The Garage | 2016–2018 | Innovation leadership within financial services |
| Intuit | VP, Product Management | 2007–2016 | Product leadership in financial software |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WEX, Inc. | Chief Digital Officer | Current | Leads product, design, data & analytics, and digital transformation |
No other public company directorships are disclosed for Stroup in the 2025 DRVN proxy statement .
Board Governance
- Independence: Independent director; DRVN is a “controlled company,” but six of ten directors (including Stroup) are independent; all board committees are chaired by and composed solely of independent directors .
- Committee assignments: Audit Committee member (Chair: Rick Puckett); Compensation Committee member (Chair: Catherine Halligan) .
- Attendance and engagement: In FY2024, the Board met 6 times, Audit 8, Compensation 6, NCGC 4; all directors attended at least 75% of Board and committee meetings during their service period, and all then-serving directors attended the 2024 annual meeting .
- Executive sessions: Non-management and independent director executive sessions are regularly scheduled .
Fixed Compensation (Non‑Employee Director Pay)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 (2024 policy) | Applies to all non-employee directors |
| Committee member retainers (cash) | Audit: $10,000; Compensation: $8,000; NCGC: $6,000 (2024 policy) | Increased effective March 2025 to Audit $15,000, Compensation $10,000, NCGC $10,000; chair retainers increased to $30,000/$25,000/$20,000 respectively |
| Annual equity (RSUs) | ~$145,000 grant-date fair value (2024) | Generally 1-year vesting, subject to continued service |
| Director (2024) | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Karen Stroup | 93,000 | 144,775 | 237,775 |
Cash of $93,000 aligns with $75,000 board retainer + $10,000 Audit member + $8,000 Compensation member (policy math) .
Performance Compensation
| Instrument | 2024 Grant Value | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | $144,775 (grant-date FV) | Not disclosed per-director; RSU value targeted ~$145k | Generally vests on first anniversary of grant, continuous service required | None (time-based RSUs for non-employee directors) |
No director PSUs or performance metrics are disclosed for non-employee director equity; director equity is time-based RSUs .
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles | Potential Interlocks with DRVN Competitors/Partners |
|---|---|---|---|
| Karen Stroup | None disclosed in DRVN proxy | — | None disclosed; no related-party transactions identified for Stroup |
Expertise & Qualifications
- Digital and technology leadership: extensive experience leading digital transformations, data & analytics, and product management across WEX, Thomson Reuters, Capital One, and Intuit .
- Board skills matrix: Stroup is recognized for technology/digital/cybersecurity and strategy/innovation experience; age 49; Class III; term expiration 2026; tenure 5 years .
- Education: B.B.A. (University of Notre Dame); M.B.A. (Dartmouth College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Detail/Breakdown |
|---|---|---|---|
| Karen Stroup | 42,815 | <1% (based on 164,274,617 shares outstanding) | Includes vested options to purchase 18,182 shares; 10,614 RSUs outstanding as of 12/28/24; 18,182 options outstanding as of 12/28/24 |
| As of 12/28/24 | RSUs Outstanding | Stock Options Outstanding |
|---|---|---|
| Karen Stroup | 10,614 | 18,182 |
Shares outstanding base: 164,274,617 as of April 7, 2025 (beneficial ownership table) . Hedging and pledging of Company stock is prohibited for directors under the Securities Trading Policy .
Governance Assessment
- Strengths for investor confidence
- Independent director with relevant digital, product, and data expertise; serves on Audit and Compensation, both fully independent committees .
- Strong engagement: met 75%+ attendance thresholds for Board and committees; full attendance at 2024 annual meeting .
- Director pay mix balanced toward equity (2024: $93k cash; $144.8k RSUs), aligning interests with shareholders; time-based vesting fosters retention and alignment .
- Hedging/pledging prohibitions and clawback policy (for executives) reflect shareholder-friendly practices and risk controls overseen by independent Compensation Committee with independent advisor Meridian; no consultant conflicts identified .
- Potential watch items
- Controlled company status under Nasdaq (Roark >50% voting power) reduces requirements for majority independent board; mitigated by fully independent committees where Stroup serves .
- Options outstanding for some directors reflect legacy awards; no evidence of repricing; company policy prohibits option repricing and tax gross-ups, which is positive .
- Conflicts/related-party exposure
- No related-party transactions disclosed involving Stroup; related-person transactions are subject to Audit Committee review under a written RPT Policy .
Overall: Stroup’s independent status, committee service (Audit and Compensation), and digital expertise enhance board effectiveness; attendance and alignment policies support investor confidence within the constraints of a controlled company structure .