Scott O’Melia
Driven Brands HoldingsAbout Scott O’Melia
Executive Vice President and Chief Legal Officer at Driven Brands since August 2024; joined as EVP & General Counsel in May 2020 (age 55). Prior roles include GC & VP Corporate Development at Caraustar Industries (2012–2019), VP Corporate Counsel at Wendy’s/Arby’s Group (2009–2012), and M&A partner at Alston & Bird (2005–2009) . Company performance context: Fiscal 2024 revenue grew +2% YoY and Adjusted EBITDA +7% YoY, with company cumulative TSR valued at $61 (vs peer index $153) on a $100 base at year-end 2024 . His remit includes leading legal, governance, and strategic transactions—he was signatory on the U.S. Car Wash divestiture agreements and serves as authorized signatory on multiple 8-Ks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Driven Brands | EVP & General Counsel; then EVP & Chief Legal Officer | 2020–present | Led legal, governance, and transactional execution; elevated to CLO in Aug 2024 |
| Caraustar Industries | General Counsel & VP Corporate Development | 2012–2019 | Combined legal and M&A leadership at recycled materials/paper manufacturer |
| Wendy’s/Arby’s Group | VP, Corporate Counsel | 2009–2012 | Corporate legal leadership at large QSR company |
| Alston & Bird | Partner (M&A, securities, PE, corporate) | 2005–2009 | Executed M&A and capital markets mandates |
Fixed Compensation
| Element | 2024 | 2025 Updates | Notes |
|---|---|---|---|
| Base Salary | $525,000 (increased from $475,000 upon Aug 2024 promotion) | $600,000 (Comp Committee increase in Mar 2025) | Recognition for leadership on strategic projects |
| Target Bonus (% of salary) | 100% (raised from 75% with promotion) | 100% | ABP metrics and caps below |
| Actual 2024 Bonus Paid (ABP) | $391,650 (≈75% of target, paid Q1’25) | — | Company performance vs thresholds, see below |
Performance Compensation
Annual Bonus Plan (ABP) – 2024 Design and Outcome
| Metric | Weight | Threshold Perf | Target Perf | Payout Scale | 2024 Outcome |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | 97% of target | 100% of target | 50%–100% | Between threshold and target |
| Revenue | 10% | 95% of target | 100% of target | 50%–100% (capped) | Exceeded target (capped at target) |
| Same-Store Sales | 15% | 50% of target | 100% of target | 50%–100% | Between threshold and target |
| Plan Cap | — | — | — | Capped at target | Payout ≈75% of target for O’Melia |
- Company-level context for ABP: FY24 Revenue +2% YoY; SSS +1% YoY; Adjusted EBITDA +7% YoY .
Long-Term Incentives (LTI) – 2024 Program
| Vehicle | Grant Date | Target/Units | Vesting/Performance | Grant Date Fair Value |
|---|---|---|---|---|
| RSU (annual) | 2/27/2024 | 28,974 units | Ratable on 2/27/2025, 2026, 2027 | $395,205 |
| PSU (annual) | 2/27/2024 | Target 57,958 units (threshold shown: 28,979; max 115,916) | 60% Cumulative Adjusted EBITDA (90/100/110% → 50/100/200%); 40% Relative TSR vs S&P MidCap 400 (25th/50th/75th → 50/100/200%); performance period FY2024–2026 | $916,200 |
| RSU (promotion/one-time) | 8/23/2024 | 220,264 units | Ratable on 8/23/2025, 2026, 2027 | $3,193,828 |
| 2024 LTI Target Value (annual cycle) | — | $1,187,500 | 33% RSUs / 67% PSUs structure | — |
Additional alignment signal: 2022 PSU cycle (FY2022–2024) paid at 39% of target; Cumulative Adjusted EBITDA achieved 93% of target (65% payout), Relative TSR < threshold (0% payout) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 473,256 shares beneficially owned; includes 367,275 options exercisable within 60 days of April 7, 2025; <1% of outstanding shares |
| Outstanding Equity (selected) | RSUs: 28,974 (2/27/2024) vest 2025–2027; RSUs: 220,264 (8/23/2024) vest 2025–2027; PSUs (FY2024–2026): threshold 28,979 units shown per SEC rules (actual target 2x threshold) |
| Pre-IPO Converted Awards | Top-Up Options: 262,112 (exercise $22.00) fully vest 4/30/2025; additional 105,163 options (with 3,752 vesting 5/4/2025 and 22,538 vesting 8/3/2025); Distributed Shares: 51,130 vest 4/30/2025; 2,532 vest 5/4/2025; 1,299 vest 8/3/2025 |
| In-the-money status (FY-end) | At FY2024 close ($16.22), $22.00 options were out-of-the-money |
| Hedging/Pledging | Prohibited for directors and officers (no margin, short sales, derivatives or pledging) |
| Ownership Guidelines | 3x base salary for NEOs; compliance monitoring annually; NEOs currently employed are in compliance or on track by March 2027 |
Vesting overhang/insider supply watch: Multiple 2025 vesting events (April 30; May 4; Aug 3; plus RSUs on Feb 27 and Aug 23 anniversaries) could create share supply; however, large legacy options were out-of-the-money at FY-end and PSUs remain performance-contingent .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Dated April 23, 2020 (amended Nov 1, 2020 and Mar 23, 2023); term through May 4, 2026 |
| Post-termination Covenants | 2-year non-compete; 2-year non-solicit; perpetual confidentiality |
| Severance | 12 months base salary continuation upon termination without cause / good reason or non-renewal; includes base-through-termination and any earned-but-unpaid prior-year bonus |
| Change-in-Control Treatment | “Sale transaction”: all Distributed Shares and Top-Up Options accelerate and fully vest; illustrative value of accelerated equity for O’Melia under change in control: $2,867,903 (as of 12/27/2024) |
| Clawback | Nasdaq Rule 10D-1-compliant policy covering restatements and certain misconduct; applies to time- and performance-based awards |
| Trading Controls | Blackout periods around earnings; pre-clearance required for directors/officers; strict prohibitions on hedging/derivatives/pledging |
Compensation Structure Analysis
- Cash vs equity mix and shifts: 2024 promotion increased base to $525k and target bonus to 100%; March 2025 base raised to $600k; plus a one-time $3.0M RSU award vesting over three years—boosting retention equity and increasing fixed pay relative to prior years .
- Pay-for-performance: 2024 ABP payout at ~75% demonstrates sensitivity to EBITDA/SSS outcomes; 2022 PSU cycle paid 39% due to TSR underperformance, indicating downside risk in performance equity .
- Governance safeguards: No excise tax gross-ups; independent Comp Committee with Meridian; explicit clawback; prohibited option repricing; robust ownership guidelines .
- Say-on-Pay and investor feedback: 78% support at 2024 meeting; investor concerns tied to 2023 one-time conversion of pre-IPO awards to time-based vesting; program otherwise unchanged .
Vesting Schedules and Potential Insider Selling Pressure
| Date | Instrument | Quantity | Notes |
|---|---|---|---|
| 4/30/2025 | Top-Up Options | 262,112 | $22 strike; full vest on 4/30/2025 |
| 4/30/2025 | Distributed Shares | 51,130 | Full vest on 4/30/2025 |
| 5/04/2025 | Restricted Stock | 2,532 | Full vest |
| 8/03/2025 | Top-Up Options | 22,538 | Vesting tranche |
| 8/03/2025 | Restricted Stock | 1,299 | Full vest |
| 2/27/2025, 2026, 2027 | RSUs (2/27/24 grant) | 28,974 total | Ratable vesting (3 tranches) |
| 8/23/2025, 2026, 2027 | RSUs (8/23/24 grant) | 220,264 total | Ratable vesting (3 tranches) |
| FY2026 certify | PSUs (FY2024–2026) | Threshold 28,979 units (target 57,958; max 115,916) | Performance vesting on EBITDA and relative TSR |
Note: At FY-end 2024 price ($16.22), $22 options were out-of-the-money; RSUs are full-value and will settle irrespective of price (subject to continued service) .
Equity Ownership & Beneficial Ownership Detail
| Measure | Value |
|---|---|
| Beneficial ownership (incl. derivatives exercisable within 60 days) | 473,256 shares |
| Options exercisable within 60 days (subset of above) | 367,275 options |
| Ownership as % of outstanding | <1% |
Policies signaling alignment:
- Hedging and pledging prohibited; short sales and derivatives banned .
- Stock ownership guidelines at 3x salary; NEOs in compliance or on track by March 2027 .
Performance & Track Record
- Strategic transactions: Legal lead/signatory on U.S. Car Wash divestiture; transaction execution and documentation oversight . One-time transactional bonus of $500,000 tied to closing milestones (1/3 at Canadian distribution sale closing in Aug 2024; 2/3 at U.S. Car Wash closing) .
- Company operating delivery: FY2024 Revenue +2% YoY; Adjusted EBITDA +7% YoY; SSS +1% YoY—informing ABP payouts .
- Relative stock performance context: Company cumulative TSR value of $61 in 2024 vs peer index $153 reflects multi-year market underperformance; performance equity outcomes (2022 PSU at 39% of target) are consistent with this profile .
Employment Terms (Severance & CoC Economics)
| Scenario | Cash Severance | Equity Treatment | Notes |
|---|---|---|---|
| Termination without cause / good reason / non-renewal | $525,000 (12 months salary) | Unvested RSUs/PSUs generally forfeit (unless otherwise provided) | Base-through-termination paid; prior-year earned bonus payable |
| Death/Disability | — | — | General policy described at CEO level; O’Melia’s table shows no separate cash value disclosed |
| Change in Control (no termination) | — | Distributed Shares and Top-Up Options accelerate; estimated value $2,867,903 (as of 12/27/2024) | Single-trigger acceleration applies to these legacy awards |
Clawback: Recovery of excess incentive-based compensation upon restatement; additional cancellation rights for restrictive covenant breaches/fraud .
Compensation Peer Group and Say-on-Pay
- Peer group used for 2024 decisions includes retailers, franchisors, and service names (e.g., Valvoline, Planet Fitness, Domino’s, Williams-Sonoma, Avis, Floor & Décor, etc.) .
- 2024 Say-on-Pay: 78% approval; noted investor concern over 2023 conversion of certain pre-IPO awards to time-based vesting; no major structural changes otherwise .
Investment Implications
- Alignment: Strong structural alignment via 67% performance-weighted PSUs, ownership guidelines, and clawback; 2022 PSU payout at 39% underscores downside sensitivity to TSR and EBITDA underperformance .
- Retention risk: Multiple 2025 vesting cliffs (converted awards and large 8/23/24 RSU) support near-term retention but also create potential share supply; options were out-of-the-money at FY-end, moderating exercise-related pressure .
- Incentive calibration: 2024 ABP reweighted toward EBITDA (75%) with a cap at target; payout ~75% reflects modest operating outperformance (revenue beat; EBITDA/SSS between threshold and target) .
- Governance watch items: Single-trigger acceleration on pre-IPO legacy equity in a sale transaction; 2023 conversion of certain legacy awards drew shareholder scrutiny (say-on-pay 78%)—monitor Committee responses in future cycles .
All data are sourced from Driven Brands’ 2025 Proxy (DEF 14A), FY2024 10-K, and related 8-K filings, as cited inline.