Rebecca Fondell
Driven Brands HoldingsAbout Rebecca Fondell
Rebecca Fondell is Senior Vice President and Chief Accounting Officer (CAO) at Driven Brands (DRVN), appointed effective May 9, 2025; she is 41, a licensed CPA, with a B.S. in Accountancy (LaGrange College) and Master of Accountancy (Auburn University) . Company performance metrics that underpin executive pay include Adjusted EBITDA, relative TSR, Revenue, and Same-Store Sales; in FY2024 Driven Brands reported Adjusted EBITDA of $552.7m (vs. $516.9m in FY2023) and a cumulative TSR value-of-$100 of $61 since the IPO reference date, illustrating mixed shareholder value trends that drive incentive outcomes . Her appointment is reflected in the company’s Q3 2025 10-Q signatory page as Senior Vice President, Chief Accounting Officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Papa John’s International, Inc. | Global Corporate Controller | May 2022 – Apr 2025 | Led global accounting, public company close and controls, supporting operational turnaround/investments |
| Reliance Worldwide Corporation | VP of Accounting, Controller | Oct 2019 – May 2022 | Scaled controllership for plumbing products manufacturer through growth and systems change |
| Ernst & Young; Georgia-Pacific LLC; Coca-Cola Enterprises; Coca-Cola European Partners | Various accounting/finance roles | Early career – 2019 | Progressively senior accounting and corporate finance responsibilities across consumer/industrial platforms |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $400,000 per annum (effective Apr 21, 2025) |
| Target Annual Bonus | 50% of base salary (CAO KPIs) |
| 2025 Bonus Guarantee | For FY2025, bonus equals at least 100% of target (pro‑rated for months worked; payable only if employed on payment date) |
| Sign‑on Cash Bonus | $150,000; repayable if she resigns or gives notice within 12 months of payment |
| Annual LTI Target | RSUs and PSUs under 2021 Omnibus Plan with target value equal to 75% of base salary (subject to Committee approval) |
| Sign‑on Equity | One‑time RSU grant with target value of $400,000, vesting over three years |
Performance Compensation
Annual Bonus Plan (Company design and 2024 metrics)
| Metric | Weight | Threshold | Target | Max | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | 97% of target | 100% of target | N/A | Board capped 2024 payouts at target; internal control weakness modifier −20% if applicable |
| Revenue | 10% | 95% of target | 100% of target | N/A | 2024 revenue exceeded target but capped at target payout |
| Same‑Store Sales | 15% | 50% | — | — | 2024 performance between threshold and target |
• The company identifies Adjusted EBITDA, Relative TSR, Revenue, and Same‑Store Sales as key pay-performance measures for NEOs; Fondell’s CAO KPIs are set by the Compensation Committee (not disclosed), with a guaranteed FY2025 payout at 100% of target as per her offer letter .
Long‑Term Incentive (Company design)
| Vehicle | Weight (of LTI) | Vesting | Performance Metrics | Payout Scale |
|---|---|---|---|---|
| RSUs | 33% | Ratable over 3 years | Stock price alignment/retention | Time‑based |
| PSUs | 67% | Cliff at end of 3‑year period (2024–2026 example) | 60% Cumulative Adjusted EBITDA; 40% Relative TSR vs S&P MidCap 400 constituents | 0–200% of target |
PSU performance scales (illustrative 2024 grant design):
- Cumulative Adjusted EBITDA: 50% payout at 90% of target; 100% at target; 200% at 110% of target
- Relative TSR: 50% at 25th percentile; 100% at 50th; 200% at 75th percentile
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Stock Ownership Guidelines | CEO: 6x salary; Other NEOs (and executive officers): 3x salary; generally five years from first full LTI grant to comply (current NEOs: until Mar 2027; CFO until Aug 2029) |
| Hedging/Pledging | Prohibited from short sales, hedging, derivatives, and pledging/margin transactions in company stock (employees, officers, directors, and household/immediate family) |
| Clawback | Rule 10D‑1 compliant; recovery of excess incentive comp after restatement; grant agreements permit cancellation for fraud, restrictive covenant violations, and conduct leading to restatements |
| Beneficial Ownership | Individual ownership for Fondell not disclosed in the April 7, 2025 ownership table; NEOs and directors are listed, but Fondell is not among named holders in that table |
Vesting and selling pressure:
- Sign‑on RSU ($400k) vests over three years; annual RSUs vest ratably over three years; PSUs cliff‑vest after a three‑year period subject to performance—these create periodic vesting events; hedging/pledging restrictions limit risk‑management trades .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment | At‑will |
| Severance | If terminated without Cause or resigns for Good Reason: 9 months’ base salary continuation (installments; release required; mitigation if she has other paid employment/consulting during severance period) |
| Good Reason (examples) | Material diminution of authority/duties; relocation >50 miles from Atlanta, GA, subject to notice/cure periods |
| Restrictive Covenants | Non‑compete: duration of employment plus 1 year post‑termination; geographically within 6 miles of any company/franchise retail outlet; Non‑solicitation of franchisees: 2 years; Non‑solicitation of employees: 2 years |
| Reporting | Reports to EVP & CFO (offer letter); remote role with travel |
Company Performance Context (for incentive alignment)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Company Cumulative TSR (value of $100) | $125 | $102 | $53 | $61 |
| Net Income (Loss) ($) | $9,536,000 | $43,173,000 | ($744,962,000) | ($292,496,000) |
| Adjusted EBITDA ($) | $350,067,000 | $498,806,000 | $516,887,000 | $552,721,000 |
Notes:
- Adjusted EBITDA definitions and reconciliations are provided in the proxy statement (FY2024: $552.7m; FY2023: $516.9m) .
- These measures inform the company’s pay-for-performance framework (Adjusted EBITDA, Relative TSR, Revenue, Same-Store Sales) .
Investment Implications
- Pay-for-performance alignment: Fondell’s package emphasizes at-risk pay via annual bonus (50% target) and equity (75% of salary target), with company LTI tilted toward PSUs tied to multi-year Adjusted EBITDA and relative TSR—aligning incentives with profitability and shareholder returns .
- Retention and supply overhang: The $400k sign‑on RSU and ongoing RSU grants vest over three years, creating predictable vest events; however, strict hedging/pledging prohibitions and clawbacks reduce risk of adverse trading behaviors. First‑year guaranteed bonus (at 100% of target, pro‑rated) and 9‑month salary severance support near‑term retention, while a 1‑year non‑compete and 2‑year non‑solicit further deter turnover risk .
- Governance protections: Robust clawback policy and restrictive covenants provide downside protection for shareholders; change‑in‑control terms specific to Fondell are not disclosed in the offer letter (company plan terms not detailed here) .
- Ownership alignment: Executive ownership guidelines (3x salary for executive officers) and a five‑year compliance window promote skin-in-the-game; individual ownership for Fondell was not disclosed in the April 2025 ownership table, limiting precision on alignment today .
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