Rick Puckett
Driven Brands HoldingsAbout Rick Puckett
Independent director since December 2020; age 71; Class II director up for re‑election in 2025. Former public company CFO (Snyder’s‑Lance 2006–2016; UNFI prior), Certified Public Accountant with a B.S. in Accounting and an MBA from the University of Kentucky. Serves as Audit Committee Chair and qualifies as an “audit committee financial expert.” Tenure on DRVN board: ~5 years as of April 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snyder’s‑Lance, Inc. | EVP, CFO & CAO | 2006–2016 | Senior finance leadership at public snack foods company |
| United Natural Foods, Inc. (UNFI) | EVP, CFO & Treasurer | Prior to 2006 | Led finance at large food wholesaler |
| Pet Valu, Inc. | Director; Audit Committee Chair | 2019–2023 | Chaired audit; governance/oversight at specialty retailer |
| Late July Brands (private) | Director | 2007–2010 | Board service at private food company |
External Roles
| Company | Listing/Industry | Role | Committees | Since |
|---|---|---|---|---|
| SPX Corporation | Public; engineered infrastructure equipment | Director | Compensation Committee Chair; Audit Committee member | 2016 |
| WhiteHorse Finance, Inc. | Public BDC | Director | Audit Committee Chair; Compensation; Nominating & Corporate Governance | 2012 |
Board Governance
- Independence: Independent director; DRVN is a “controlled company” under Nasdaq, but six of ten directors are independent; all three standing committees are composed solely of independent directors. Puckett chairs the Audit Committee.
- Committees: Audit (Chair) and Compensation (member). He is designated the Audit Committee financial expert under Item 407(d)(5).
- Attendance and engagement: 2024 meetings held—Board: 6; Audit: 8; Compensation: 6; NCGC: 4. All directors attended at least 75% of Board and committee meetings; all attended the 2024 annual meeting.
- Executive sessions: Regular non‑management and independent‑only sessions; committees also meet in executive session.
- Risk oversight: Audit oversees financial reporting/internal controls, ERM, cyber/privacy; Compensation oversees compensation risk; NCGC oversees governance and succession.
- Controlled company implications: Roark-affiliated stockholders hold director designation rights under a Stockholders Agreement (currently up to five designees). Puckett is not Roark‑affiliated.
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Cash fees (paid) | $100,000 | Puckett’s 2024 cash fees per director comp table |
| Director cash program (policy) | $75,000 annual retainer; Audit Chair $25,000; Audit member $10,000; Compensation Chair $20,000; Compensation member $8,000; NCGC Chair $15,000; NCGC member $6,000 | Policy unchanged from 2023 through 2024 |
| Committee fee increases (approved Mar 2025) | Audit Chair $30,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $10,000; NCGC Chair $20,000; NCGC member $10,000 | Effective for 2025 service |
Performance Compensation
| Equity Component | 2024 | Vesting/Terms |
|---|---|---|
| RSU grant (grant date fair value) | $144,775 | Annual non‑employee director RSUs; vest on first anniversary subject to service |
| Outstanding RSUs (12/28/2024) | 10,614 units | Per director outstanding table |
| Outstanding stock options (12/28/2024) | 34,444 options | Legacy IPO awards; prior proxy notes $22.00 strike for director options; time‑based vesting tied to IPO grants |
PSU/option repricings: None disclosed for directors; repricing prohibited under compensation best practices.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| SPX Corporation | Director | Comp Chair; Audit member | No DRVN‑disclosed related‑party ties to SPX |
| WhiteHorse Finance | Director | Audit Chair; Comp; NCGC | No DRVN‑disclosed related‑party ties to WhiteHorse |
| Pet Valu (prior) | Director | Audit Chair | Ended 2023; not current |
Expertise & Qualifications
- CPA; former multi‑company public CFO; deep financial reporting and internal control oversight; designated “audit committee financial expert.”
- Retail/FMCG and distribution finance domain experience (Snyder’s‑Lance; UNFI).
- Governance experience as current audit/compensation chair at public companies.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| Rick Puckett | 180,117 | <1% | Includes vested options to purchase 34,444 shares; as of April 7, 2025 (164,274,617 shares outstanding) |
| Outstanding RSUs (director) | 10,614 | n/a | RSUs outstanding at 12/28/2024 |
| Hedging/Pledging | Prohibited | n/a | Company policy bans hedging/pledging for directors |
Governance Assessment
-
Strengths
- Seasoned audit chair and SEC‑defined financial expert; relevant CFO pedigree supports oversight of reporting, internal controls, and ERM.
- Independent; committees comprised solely of independents despite controlled company status; consistent executive sessions.
- Solid engagement: directors met attendance thresholds; robust committee cadence (Audit 8x; Comp 6x in 2024).
- Clawback policy compliant with Rule 10D‑1; anti‑hedging/pledging policy enhances alignment.
-
Watch items / potential red flags
- Controlled company dynamics (Roark designation rights) concentrate influence; underscores importance of strong independent committee chairs (including Puckett at Audit).
- Related‑party transactions with Roark affiliates (e.g., ~$4M to Divisions Maintenance Group in 2024) require vigilant Audit Committee oversight under the RPT Policy.
- Say‑on‑pay support dipped to ~78% in 2024 (vs prior higher levels), reflecting investor sensitivity to award modifications; Puckett sits on Compensation Committee as of 2025.
- Time commitments: Concurrent audit/comp leadership roles at outside public companies; current DRVN attendance is adequate but should be monitored.
Director Compensation (Detail)
| Year | Cash Fees ($) | Equity RSUs ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 144,775 | 244,775 |
| Source |
Board & Committee Activity (2024)
| Body | Meetings Held | Attendance Standard | Notes |
|---|---|---|---|
| Board | 6 | All directors ≥75% | All directors attended 2024 annual meeting |
| Audit (Chair: Puckett) | 8 | ≥75% | Oversees financial reporting, ICFR, internal audit, ERM, cyber/privacy |
| Compensation | 6 | ≥75% | Oversees comp plans, clawback, CD&A |
| Nominating & Corporate Governance | 4 | ≥75% | Governance, director comp, succession |
Related-Party Oversight
- Policy: Audit Committee administers the Related Person Transaction Policy (threshold >$120,000; best‑interest standard; approval, ratification, rescission provisions).
- Example transaction (2024): ~$4 million paid to Divisions Maintenance Group (Roark affiliate); reviewed/approved by Audit Committee.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: 78% support; company attributes reduced support primarily to one‑time 2023 conversions of certain pre‑IPO awards; Compensation Committee maintained core design while engaging investors.
Audit Committee Report Signatory
- Audit Committee Report signed by: Rick Puckett (Chair), Karen Stroup, Peter Swinburn.
Summary Implications for Investors
- Puckett’s audit leadership and CPA/CFO background provide strong oversight in a controlled‑company context—mitigating risk from sponsor influence and related‑party transactions via an independent, expert‑led Audit Committee.
- Ownership alignment is modest (<1% personally; standard director RSU grants), but anti‑hedging/pledging and clawback policies strengthen alignment.
- Attention warranted on compensation governance (say‑on‑pay softness, fee increases), and on workload across multiple external board chair roles, though attendance remains adequate.