Michael Thompson
Driven Brands HoldingsAbout Michael Thompson
Michael Thompson is a Managing Director at Roark Capital and has served on Driven Brands’ Board since December 2020; he previously served on the board of managers of Driven Investor LLC. He holds a B.A. from Pomona College and an MBA from the University of Chicago Booth School of Business. As of the 2025 proxy, he is a Class II director with five years of tenure and age 42; he was designated to the Board by Driven Equity LLC and RC IV Cayman ICW Holdings LLC (the principal stockholders) under the Stockholders Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roark Capital Management, LLC | Managing Director | 2010–present | Private equity leadership; designation rights for DRVN board nominees |
| Driven Investor LLC | Board of Managers (pre-IPO) | Pre-2021 | Pre-IPO governance (board of managers) |
| Montage Partners | Investment professional | Prior to 2010 | Private equity experience |
| Kroll Zolfo Cooper | Senior Associate | Prior to Montage | Financial advisory experience |
External Roles
No current public company directorships are disclosed for Thompson beyond Driven Brands. His external role is at Roark Capital (Managing Director), which is affiliated with DRVN’s principal stockholders .
Board Governance
- Independence status: Driven Brands is a controlled company; the Board states six of ten directors are independent. The independent directors are Halligan, Stroup, Harmon, Puckett, Swinburn, and Tomás; Thompson is not listed among the independent directors and is a principal stockholder designee under the Stockholders Agreement .
- Committee memberships: Thompson does not serve on any Board committees. Current committees and chairs are Audit (Chair: Rick Puckett), Compensation (Chair: Cathy Halligan), and Nominating & Corporate Governance (Chair: Peter Swinburn); principal stockholder designees presently do not serve on any committees .
- Attendance and engagement: In FY2024, the Board held 6 meetings; Audit 8; Compensation 6; NCGC 4. All directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
| FY2024 Meetings | Number | Thompson Attendance |
|---|---|---|
| Board | 6 | ≥75% of meetings |
| Audit Committee | 8 | ≥75% of meetings (for members; Thompson not a member) |
| Compensation Committee | 6 | ≥75% of meetings (for members; Thompson not a member) |
| Nominating & Corporate Governance | 4 | ≥75% of meetings (for members; Thompson not a member) |
Fixed Compensation (Director)
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer (non-employee directors) | 75,000 | Program baseline |
| Audit Chair | 25,000 (in 2024); 30,000 (effective Mar-2025) | Committee retainer |
| Audit Member | 10,000 (in 2024); 15,000 (effective Mar-2025) | Committee retainer |
| Compensation Chair | 20,000 (in 2024); 25,000 (effective Mar-2025) | Committee retainer |
| Compensation Member | 8,000 (in 2024); 10,000 (effective Mar-2025) | Committee retainer |
| NCGC Chair | 15,000 (in 2024); 20,000 (effective Mar-2025) | Committee retainer |
| NCGC Member | 6,000 (in 2024); 10,000 (effective Mar-2025) | Committee retainer |
- Thompson’s 2024 director pay: $0 cash, $0 stock awards; total $0, consistent with the policy that directors affiliated with Roark do not receive compensation for Board service .
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael Thompson | — | — | — |
Performance Compensation (Director)
- Annual equity for non-employee directors: RSUs with grant date fair value ≈ $145,000 in 2024; vest on the first anniversary of grant, subject to continued service .
- Thompson does not receive RSUs or options due to Roark affiliation; he held no outstanding RSUs or stock options as of 12/28/2024 .
| Equity Element | Design | 2024 Value |
|---|---|---|
| RSU grant (non-employee directors) | One-year vest, continued service | ~$145,000 |
| Thompson RSUs/options outstanding | None | N/A |
Other Directorships & Interlocks
- Stockholders Agreement gives principal stockholders (Roark affiliates) the right to designate director nominees in proportion to ownership; Thompson is one such designee .
- Related-party transaction: DRVN paid ~$4 million in FY2024 for facilities maintenance services to Divisions Maintenance Group, an entity owned by affiliates of Roark; approved by the Audit Committee under the Related Person Transactions Policy .
Expertise & Qualifications
- Private equity investing, strategic planning, and finance: experience at Roark, Montage Partners, and Kroll Zolfo Cooper .
- Education: B.A. (Pomona College); MBA (University of Chicago Booth) .
- Board strengths cited: in-depth industry knowledge and private financing/strategic planning skills supporting director qualification .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael Thompson | 0 | <1% (no shares reported) |
| Roark Entities (Principal Stockholders) | 101,591,523 | 61.8% |
- Anti-hedging and pledging policy: Directors are prohibited from hedging or pledging DRVN securities and from short sales or derivatives on company stock .
Governance Assessment
-
Strengths:
- Transparent disclosure of controlled company status, committee independence, and robust anti-hedging/pledging policies; active clawback compliance under Nasdaq Rule 5608 .
- Formal Related Person Transactions policy with Audit Committee oversight; RPT approval and periodic review process .
-
Concerns / RED FLAGS:
- Non-independence: Thompson is a principal stockholder designee and not listed as independent; controlled company governance reduces required independent majority and may heighten perceived conflicts .
- Related-party exposure: ~$4 million spend with a Roark affiliate (Divisions Maintenance Group) in FY2024, though approved by Audit Committee—investors should monitor scope, pricing, and ongoing approvals .
- Alignment via DRVN equity is limited: Thompson receives no DRVN director compensation, RSUs, or options and reports no personal beneficial ownership; alignment is primarily through principal stockholder ownership rather than direct director holdings .
- Stockholders Agreement influence: Roark’s designation rights (currently up to five nominees) can shape Board composition and limit committee participation by designees, potentially constraining independent oversight breadth .
-
Signals to watch:
- Any expansion of related-party transactions with Roark affiliates; pricing/terms disclosures and Audit Committee reviews .
- Changes to committee composition or designee participation policies; maintenance of fully independent committees .
- Director compensation framework and whether designees begin receiving compensation/equity (which could improve alignment but also add complexity) .
Overall: Thompson brings meaningful private equity and strategic planning expertise, but as a principal stockholder designee, he is non-independent, not on committees, and does not receive DRVN compensation or hold DRVN equity personally. Governance risk centers on controlled company dynamics and related-party transactions; independent committee oversight and RPT controls are the key mitigants disclosed .