Peter Swinburn
Driven Brands HoldingsAbout Peter Swinburn
Peter Swinburn, age 72, has served as an independent director of Driven Brands since December 2020 (tenure ~5 years), and is a Class III director with a current term expiring in 2026. He holds a B.Sc. from the University of Wales, Cardiff, and previously served as CEO of Molson Coors (2008–2014), bringing deep consumer brand, strategic planning, and board leadership experience to DRVN .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molson Coors | Chief Executive Officer | 2008–2014 | Led multinational consumer brand; strategic planning, business development |
| Cabela’s Inc. | Director | 2015–2021 | Specialty retail oversight; consumer brand governance |
| High Level Software Ltd. | Director | Not disclosed | Technology/software board experience |
| Fuller Smith & Turner | Director | Not disclosed | Brewing industry board experience |
External Roles
| Organization | Role | Current/Prior | Committees/Positions |
|---|---|---|---|
| Express Inc. | Director | Current | Chair of Compensation and Nominating & Governance Committees |
| Wales Millennium Centre (private) | Director | Current | Board member |
| The Rise (private) | Director | Current | Board member |
Board Governance
- Independence: Swinburn is one of six independent directors on DRVN’s 10-member board; all standing committees are chaired and composed solely of independent directors .
- Committee assignments: Chair, Nominating & Corporate Governance Committee (NCGC); Member, Audit Committee. Audit Committee chaired by Rick Puckett (audit committee financial expert) with members Karen Stroup and Peter Swinburn .
- Board/committee activity and attendance (FY 2024): Board (6 meetings), Audit (8), Compensation (6), NCGC (4); all directors attended at least 75% of Board and relevant committee meetings and attended the 2024 annual meeting .
- Executive sessions: Regularly scheduled non-management sessions and at least annual independent-only sessions; committees also meet in executive session .
- Structural context: DRVN is a controlled company (principal stockholders >50% voting power), but currently maintains six independent directors; principal stockholder designees do not serve on any committees, reducing conflicts in committee oversight .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director cash retainer |
| Audit Committee member fee | $10,000 | Member, not chair |
| NCGC chair fee | $15,000 | Committee chair |
| Total cash fees (FY 2024 reported) | $100,000 | Matches reported fees earned in cash |
| Committee cash retainers (effective Mar 2025) | Audit Chair $30,000; Audit Member $15,000; Comp Chair $25,000; Comp Member $10,000; NCGC Chair $20,000; NCGC Member $10,000 | Board approved increases for committee service in March 2025 |
Performance Compensation
| Equity Award | FY 2024 Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual grant) | $144,775 grant-date fair value | Generally vest on first anniversary of grant, subject to continued service | None disclosed for director awards; annual RSU grants are time-based (no revenue/EBITDA/TSR/ESG metrics) |
No options were disclosed as granted in 2024; options are outstanding from prior periods (see Equity Ownership) .
Performance Metric Framework (Directors)
| Metric Category | Applied to Director Awards? |
|---|---|
| Revenue growth | Not used (time-based RSUs) |
| EBITDA/EBIT | Not used (time-based RSUs) |
| TSR percentile | Not used (time-based RSUs) |
| ESG goals | Not used (time-based RSUs) |
Other Directorships & Interlocks
| Company | Industry | Relationship to DRVN | Potential Interlock/Conflict |
|---|---|---|---|
| Express Inc. | Apparel retail | Unrelated to auto services | No customer/supplier/competitor overlap disclosed in proxy |
| Wales Millennium Centre | Arts/non-profit (private) | Unrelated | None disclosed |
| The Rise | Housing development (private) | Unrelated | None disclosed |
| Prior: Cabela’s Inc. | Outdoor retail | Unrelated | None disclosed |
DRVN’s Related Person Transactions policy assigns Audit Committee oversight of related-party reviews; the 2025 proxy’s related-party section emphasizes stockholder agreements and registration rights, with committee-level review, and does not identify director-specific transactions involving Swinburn .
Expertise & Qualifications
- Former CEO of a global consumer brand (Molson Coors), with significant experience in strategic planning, business development, and consumer brand marketing .
- Audit oversight experience (member, DRVN Audit Committee), working alongside an audit committee financial expert, enhancing financial reporting and risk oversight .
- Governance leadership (Chair, DRVN NCGC; Chair of Compensation and Nominating & Governance at Express) indicates depth in board composition, succession, and director pay frameworks .
- Education: B.Sc., University of Wales, Cardiff .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding | Stock Options Outstanding | Shares Outstanding (denominator) |
|---|---|---|---|---|---|
| April 7, 2025 | 259,864 | <1% | 10,614 | 31,307 | 164,274,617 |
- Hedging and pledging: Company policy prohibits directors and covered persons from hedging transactions and pledging Company stock, and restricts margin, short sales, and derivatives on Company securities .
Governance Assessment
- Strengths: Independent status; chairs NCGC and serves on Audit; strong disclosed attendance; RSU-based equity improves alignment; robust hedging/pledging prohibitions; committee independence across all standing committees .
- Compensation alignment: Director pay is a balanced mix of fixed cash retainers and time-based RSUs; 2024 totals for Swinburn were $100,000 cash and $144,775 equity ($244,775 total) with standard one-year vesting—no discretionary or performance-calibrated director metrics disclosed .
- Structural considerations: Controlled company status with principal stockholders holding >50% voting power; however, principal stockholder designees currently do not serve on committees, mitigating committee-level influence risks .
- Potential conflicts: No director-specific related-party transactions involving Swinburn are identified in the proxy’s related-person section; Audit Committee oversees RPTs via a formal policy and periodic inquiries .
- RED FLAGS: None disclosed related to attendance, hedging/pledging, or director-specific related-party transactions. Ongoing monitoring warranted due to controlled company context and evolving committee fee structures approved in March 2025 .