Neal Aronson
Driven Brands HoldingsAbout Neal Aronson
Neal Aronson (age 60) has served on Driven Brands’ Board since December 2020 and was Chairman from the January 2021 IPO until the Board’s announced transition to make Jonathan Fitzpatrick Non‑Executive Chair effective May 9, 2025. He is the founder and Managing Partner of Roark Capital; prior roles include Co‑Founder/CFO of U.S. Franchise Systems and investment roles at Rosecliff/Acadia Partners, Odyssey Partners, and Drexel Burnham Lambert. He holds a B.A. from Lehigh University and is a Class I director with a term expiring at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Franchise Systems, Inc. | Co‑Founder and Chief Financial Officer | Prior to founding Roark (dates not specified) | Senior finance/leadership; franchise experience cited in DRVN bio |
| Rosecliff (successor to Acadia Partners) | Private equity professional | Prior to USFS | Investment/PE experience |
| Odyssey Partners | Private equity professional | Prior to USFS | Investment/PE experience |
| Drexel Burnham Lambert | Corporate finance | Career start | Financial markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roark Capital Management, LLC | Founder and Managing Partner | Since 2001 | Principal Stockholders affiliated with Roark have director designation rights at DRVN |
Board Governance
- Status: Not independent; designated director of Principal Stockholders under Stockholders Agreement. Principal Stockholders currently can designate up to five nominees and have designated Aronson (Class I), Michael Thompson (Class II), and Chad Hume (Class III) .
- Chair role: Chairman since IPO; transition announced for Fitzpatrick to become Non‑Executive Chair as of May 9, 2025 .
- Committee assignments: DRVN’s committees are composed solely of independent directors; Roark‑designated directors do not serve on committees. Audit: Rick Puckett (Chair), Karen Stroup, Peter Swinburn; Compensation: Cathy Halligan (Chair), Damien Harmon, Rick Puckett, Karen Stroup, Jose Tomás; NCGC: Peter Swinburn (Chair), Cathy Halligan, Jose Tomás .
- Attendance: In FY2024, Board held 6 meetings; Audit 8; Compensation 6; NCGC 4. All directors attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Independence/controlled company: DRVN is a “controlled company” under Nasdaq/SEC rules due to >50% voting power held by Principal Stockholders; nonetheless, six of ten directors are independent and all committees are chaired/composed by independent directors .
- Executive sessions: Non‑management executive sessions are regularly scheduled; independent directors meet privately at least annually .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash fees (FY2024) | $0 | Roark‑affiliated directors (incl. Aronson) do not receive compensation for board service . |
| Equity awards (FY2024) | $0 | Roark‑affiliated directors held no RSUs/options outstanding as of Dec 28, 2024 . |
| Standard director program (FY2024) | Cash: $75,000 annual retainer; Committee fees: Audit Chair $25k, members $10k; Compensation Chair $20k, members $8k; NCGC Chair $15k, members $6k; Equity RSUs ≈$145k grant-date value | Program applies to non‑employee independent directors; March 2025 committee fee increases: Audit Chair $30k/members $15k; Compensation Chair $25k/members $10k; NCGC Chair $20k/members $10k . |
Performance Compensation
| Element | Metrics | Vesting/Structure | Relevance to Aronson |
|---|---|---|---|
| Director equity (RSUs) | None (time‑based) | Generally one‑year vest | Not applicable; Roark‑affiliated directors, including Aronson, did not receive director RSUs in 2024 . |
Other Directorships & Interlocks
| Relationship | Detail | Governance relevance |
|---|---|---|
| Principal Stockholders designation rights | Stockholders Agreement grants Roark‑affiliated Principal Stockholders proportional nomination rights; currently up to five nominees designated, including Aronson | Board composition influence; potential alignment and control considerations . |
| Other Roark‑designated directors | Michael Thompson (Class II); Chad Hume (Class III) | Interlocks via shared sponsor affiliation . |
| Related‑party vendor | DRVN paid ≈$4 million in FY2024 to Divisions Maintenance Group, an entity owned by affiliates of Roark; reviewed/approved under Related Person Transaction Policy by Audit Committee | Related‑party exposure mitigated by Audit Committee review; still a monitoring point . |
Expertise & Qualifications
- Deep franchise, consumer, and services investing background; senior finance and corporate strategy experience; M&A expertise; leadership of complex organizations .
- Board skills matrix shows tenure 5 years; age 60; Class I; term expiration 2027 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Roark Entities (Principal Stockholders) | 101,591,523 | 61.8% | Driven Equity Sub LLC: 68,832,571; RC IV Cayman ICW Holdings Sub LLC: 32,758,952 . |
| Neal Aronson (individual line in table) | — | — | As managing member across entities, may be deemed to have voting/dispositive power but disclaims beneficial ownership of shares held by entities . |
| Total shares outstanding reference | 164,274,617 (ownership table) | — | As of April 7, 2025 (ownership table context) . |
Insider trades and Section 16 context:
| Date | Filer | Transaction | Shares | Price | Post‑trade holdings | Context |
|---|---|---|---|---|---|---|
| Sep 15, 2022 | Neal K. Aronson (Form 4) | Sale (two lines) | 4,742,797 and 2,257,203 | $32.19 | Driven Equity Sub LLC: 68,832,571; RC IV Cayman ICW Holdings Sub LLC: 32,758,952 (indirect) | Filed as director/10% owner; notes Aronson’s control positions and beneficial ownership disclaimers . |
| Aug–Sep 2021 | Driven Equity LLC and affiliates (Form 4s) | Sponsor sales (multiple lines) | 8.1m; 3.9m; 597,181; 284,212 | Various | Group filings reference Aronson as managing member with beneficial ownership disclaimers | Sponsor distribution activity post‑IPO through Roark entities . |
Policies limiting hedging/pledging:
- DRVN prohibits directors/officers from hedging or pledging company stock, short sales, and derivative transactions; insider trading policy governs trading windows .
Governance Assessment
- Strengths: Extensive franchise and finance expertise; deep sponsor knowledge of DRVN; committees fully independent with experienced chairs; robust insider trading, hedging/pledging prohibitions; regular executive sessions; full attendance in FY2024 .
- Alignment signal: Significant ownership concentration by Principal Stockholders can align long‑term value creation, though Aronson personally disclaims beneficial ownership of entity‑held shares .
- Controlled company considerations: Principal Stockholders’ board designation rights and majority voting power reduce traditional minority protections; committees remain independent notwithstanding controlled status .
- Potential conflicts/RED FLAGS to monitor:
- Related‑party transactions with Roark affiliates (e.g., Divisions Maintenance Group payments ≈$4m in FY2024) even when Audit Committee‑approved .
- Income Tax Receivable Agreement (TRA) benefits payable to prior stockholders and senior management; $38m paid in 2024; future liabilities of $23m (FY24 payable in FY25) and $111m non‑current estimated—common in sponsor‑backed IPOs but a governance sensitivity under change‑of‑control scenarios .
- Sponsor sales via entities (2021–2022) and continuing significant control—normal liquidity but can pressure share price and raise governance questions; ensure robust disclosure and minority protections .
- Shareholder sentiment: 2024 say‑on‑pay approval ≈78% (down from prior years), with feedback linked to 2023 conversions of certain pre‑IPO awards to time‑based vesting; Compensation Committee retained Meridian as independent advisor and maintained PSU/RSU mix and performance focus (Adjusted EBITDA, relative TSR) .
Notes for Analysts and PMs
- Committee access/engagement: Aronson is not on Board committees; governance oversight runs through independent committee chairs (Audit, Compensation, NCGC). Engagement on conflicts (related‑party, TRA) will occur primarily with Audit/NCGC .
- Independence/attendance: Aronson is not independent; attendance thresholds met across FY2024; executive sessions provide non‑management oversight .
- Ownership/skin‑in‑the‑game: While Aronson disclaims personal beneficial ownership, Roark entity control over 61.8% of DRVN is a significant alignment and control factor; pledging/hedging is prohibited, reducing misalignment risk .
- Monitoring list: Future related‑party contracts; any changes to Stockholders Agreement rights; TRA payment trajectories and change‑of‑control triggers; incremental sponsor selling; committee independence and consultant conflicts (Meridian retained) .