Dorvin Lively
About Dorvin Donald Lively
Dorvin Donald Lively (age 66) has served as an independent director of Mister Car Wash (MCW) since June 2021. He is Executive Chairman and Chief Executive Officer of Buff City Soap (since Jan 2023), and previously served as President (2019–Oct 2022) and earlier President & CFO (2017–2019) and CFO (2013–2017) of Planet Fitness. He holds a B.S. in accounting from the University of Arkansas, with prior senior finance roles at RadioShack, Ace Hardware, Maidenform Brands, Toys “R” Us, The Reader’s Digest Association, and Pepsi‑Cola International .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Planet Fitness, Inc. | President | Jan 2019 – Oct 2022 | Senior leadership of large consumer services brand |
| Planet Fitness, Inc. | President & CFO | May 2017 – Jan 2019 | Finance and operating leadership |
| Planet Fitness, Inc. | CFO | Jul 2013 – May 2017 | Corporate finance leadership |
| RadioShack | EVP & CFO; interim CEO; Chief Administrative Officer | Aug 2011 – Jul 2013 | Turnaround/executive leadership in specialty retail |
| Ace Hardware Corp. | Chief Financial Officer | Prior to 2011 | Corporate finance leadership |
| Maidenform Brands; Toys “R” Us; The Reader’s Digest Association; Pepsi‑Cola International | Various senior roles | Prior | Consumer/retail finance and operations experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Buff City Soap | Executive Chairman & CEO | Jan 2023 | Franchisor of retail stores (soap and body care) |
| European Wax Center, Inc. (Nasdaq: EWCZ) | Director | 2021 | Current public company directorship |
Board Governance
- Independence: The Board determined Mr. Lively is independent under NASDAQ rules (nine of ten directors independent) .
- Committee assignments: Audit Committee member; designated as an “audit committee financial expert.” Audit Committee chaired by Jodi Taylor; other members Ronald Kirk and Mr. Lively .
- Board structure and controlled status: MCW is a “controlled company” under NASDAQ due to Leonard Green & Partners (LGP) controlling >50% of voting power, though the company currently complies with non‑controlled governance standards; LGP holds director designation rights (Danhakl, Galashan, Seiffer, Suer). Mr. Lively is not an LGP designee .
- Board and committee activity and attendance: In 2024, Board met 4x; Audit 8x; Comp 4x; Nominating & Governance 4x. Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions and leadership: Independent directors meet in regular executive sessions (rotating presiding director). Chair/CEO roles are combined (John Lai), with periodic review of leadership structure .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non‑employee director cash retainer; LGP‑affiliated directors not compensated |
| Committee chair fee | $0 | Audit Chair fee is $25,000, but Mr. Lively is not a chair |
| Additional committee membership fee | $0 | $10,000 applies to members of multiple committees; Mr. Lively serves on one |
| Total cash paid (2024) | $75,000 | Per 2024 Director Compensation table |
Performance Compensation (Director)
| Equity Element | 2024 Grant Value | Unvested at 12/31/2024 | Vesting Terms |
|---|---|---|---|
| Annual RSU award | $99,998 | 14,684 RSUs | RSUs for non‑employee directors vest in full on earlier of next annual meeting or first anniversary of grant date, subject to service |
Note: Director equity is time‑based RSUs; no performance metrics disclosed for director equity .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| European Wax Center, Inc. (EWCZ) | Director | No related‑party transactions with MCW disclosed in proxy |
| Buff City Soap | Executive Chairman & CEO | No related‑party transactions with MCW disclosed in proxy |
Expertise & Qualifications
- Audit/financial expertise: Audit Committee member; identified as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Industry and operating experience: Multi‑decade leadership across consumer services and specialty retail (Planet Fitness; RadioShack; Ace Hardware; Maidenform; Toys “R” Us; Reader’s Digest; Pepsi‑Cola) .
- Education: B.S., Accounting, University of Arkansas .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 142,137 shares (includes 14,684 RSUs vesting within 60 days of 3/31/2025) |
| Common shares held | 127,453 shares |
| Unvested RSUs outstanding (12/31/2024) | 14,684 |
| Options | None exercisable within 60 days (no options disclosed for director holdings) |
| Ownership as % of outstanding | ~0.04% (142,137 / 324,814,438 shares outstanding at 3/31/2025) |
| Anti‑hedging/anti‑pledging | Company prohibits hedging and pledging by directors, officers, and employees |
| Director ownership guidelines | 5x annual cash retainer for directors |
| Alignment (illustrative) | Beneficial shares valued at ~$1.04 million using $7.29 closing price on 12/31/2024 (142,137 × $7.29) vs. guideline threshold $375,000 (5 × $75,000). Company does not disclose individual compliance determinations . |
Governance Assessment
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Strengths
- Independent director with deep operating and finance background; designated audit committee financial expert, enhancing audit oversight .
- Active involvement on Audit Committee; Board reports full attendance compliance threshold in 2024; robust cadence of Audit (8 meetings) supports oversight .
- Meaningful equity alignment via annual RSUs; director ownership guidelines in place (5× retainer); anti‑hedging and anti‑pledging policies apply to directors .
- No related‑party transactions involving Mr. Lively disclosed; Section 16(a) delinquency disclosure did not identify Mr. Lively among late filers in 2024 .
-
Watch items / contextual risks
- Controlled company status (LGP >50% voting power) and LGP board designee rights can influence governance dynamics; however, Mr. Lively is not an LGP designee and is classified as independent .
- Combined Chair/CEO structure persists (Board periodically reviews structure); independent director executive sessions in place as counterbalance .
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Shareholder sentiment context
- Say‑on‑pay support previously 95.2% (2024 context), signaling general investor confidence in compensation governance; advisory vote held annually .
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Additional notes
- Director compensation level for Mr. Lively in 2024: $175k total ($75k cash; ~$100k RSUs), consistent with policy and absence of chair roles .
- Insider trading compliance: 2024 late Form 4s disclosed for certain executives; Mr. Lively not listed among late filers .