Driven Brands Holdings Inc. 440 S. Church Street, Suite 700 Charlotte, NC 28202

Meeting Information

DATE

TIME

VIRTUAL MEETING

RECORD DATE

May 8, 20239, 2024

12:00 p.m., Eastern Daylight Time

www.virtualshareholdermeeting.com/DRVN2023DRVN2024

March 15, 202313, 2024

How to Vote

The vote of every stockholder is very important! Please place your vote one of the following ways:

ONLINE

BY PHONE

BY MAIL

IN PERSON

www.proxyvote.com

Call the telephone number in your proxy materials

Mark, sign, and return proxy card

Attend the virtual annual meeting and cast your vote.

Your vote is important. Whether or not you plan to attend the Annual Meeting of Stockholders, we encourage you to read our Proxy Statement and submit your proxy or voting instructions as soon as possible.

Proposals

ShareholdersStockholders will also transact such other business as may be properly brought before the meeting or any adjournment thereof by or at the direction of the Board. Instructions for accessing the virtual annual meeting are more fully described in the accompanying proxy statement and a list of registered stockholders as of the record date will be accessible during the meeting at www.virtualshareholdermeeting.com/DRVN2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 8, 2023:9, 2024:

This notice and the accompanying Proxy Statement and 20222023 Annual Report are available here at www.proxyvote.com.

By order of the Board of Directors,

Scott O’Melia

Executive Vice President, General Counsel, and Secretary

DRIVEN BRANDS HOLDINGS INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 8, 20239, 2024

VOTING MATTERS

This Proxy Statement is furnished to the holders of our common stock in connection with the solicitation of proxies on behalf of our Board of Directors (“Board”) for use at Driven Brands Holdings Inc.’s (“Driven Brands” or the “Company”) 20232024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 8, 20239, 2024 at 12:00 p.m., Eastern Daylight Time (“EDT”), virtually via live webcast at www.virtualshareholdermeeting.com/DRVN2023DRVN2024, or for use at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of 20232024 Annual Meeting of Stockholders. Only stockholders of record at the close of business on March 15, 2023,13, 2024, the record date, are entitled to notice of and to vote at our Annual Meeting.

On or about March 27, 2024, we will begin mailing proxy materials, including a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (“2023 Annual Report”) and how to vote over the Internet, to request and return a proxy card by mail, or to vote by telephone. For information on how to vote your shares, please refer to the proxy materials you received.

Stockholders are being asked to vote on the following matters at our Annual Meeting:

Management Proposal:				For More Information		Board Recommendation		Vote Required for Approval
1.		Election of the three Class IIII director nominees named in this proxy statement, each for a term of three years		Page 2		FOR ALL		Plurality of votes cast
2.		Approval, on a non-binding advisory basis, of the compensation of our named executive officers		Page 2324		FOR		Majority of shares present and entitled to vote
3.		Approval of the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan		Page 53		FOR		Majority of shares present and entitled to vote
4.		Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 30, 202328, 2024		Page 5461		FOR		Majority of shares present and entitled to vote

You may cast your vote in any of the following ways:

ONLINE

BY PHONE

BY MAIL

BY MAIL

IN PERSON

Please log on to www.proxyvote.com and submit a proxy to vote your shares of the Company’s common stock by 11:59 p.m., EDT, on May 7, 2023.8, 2024.

Please call the telephone number in your proxy materials until 11:59 p.m., EDT, on May 7, 2023.8, 2024.

Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form so that it is received by the Company prior to the Annual Meeting.

You may attend the virtual Annual Meeting and cast your vote at www.virtualshareholder meeting.com/DRVN2023DRVN2024.

PROPOSAL ONE: ELECTION OF DIRECTORS

At the Annual Meeting, stockholders will vote to elect Chadwick Hume, Karen Stroup,Neal Aronson, Jonathan Fitpatrick, and Peter SwinburnJose Tomas as the three nominees named in this Proxy Statement as Class IIII directors (the “Class III I Nominees”). Our Board of Directors has nominated the Class IIII Nominees to serve as directors for a term expiring at the 20262027 Annual Meeting of Stockholders or until their successor has been duly elected and qualified. The persons named as proxies will vote to elect the Class IIII Nominees unless a stockholder indicates on their proxy that such stockholder’s shares should be withheld with respect to any of the nominees.

If any Class IIII Nominee becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the Board of Directors to fill the vacancy. All the nominees are currently serving as directors, and we do not expect that the nominees will be unavailable or will decline to serve.

OUR BOARD OF DIRECTORS

The following table sets forth certain information about our directors and committees as of March 24, 2023.27, 2024.

Skills and Experience

Skills and Experience

Skills and Experience

Neal Aronson*

Jonathan Fitzpatrick

Catherine Halligan

Chadwick Hume

Rick Puckett

Karen Stroup

Peter Swinburn

Michael Thompson

Jose Tomás

Neal Aronson*

Jonathan Fitzpatrick

Catherine Halligan

Damien Harmon

Chadwick Hume

Rick Puckett

Karen Stroup

Peter Swinburn

Michael Thompson

Jose Tomás

Executive Leadership

��

Board Experience

Retail Experience

Strategy and Innovation

Franchise Experience

Financial/Accounting Expertise

Technology / Digital / Cybersecurity

Human Capital

Tenure and Independence

Tenure and Independence

Tenure and Independence

Tenure (years)

3

5

3

3

3

3

3

3

1

4

6

4

0

4

4

4

4

4

2

Class

I

I

II

III

II

III

III

II

I

I

I

II

III

III

II

III

III

II

I

Current Term Expiration

2024

2024

2025

2023

2025

2023

2023

2025

2024

2027

2027

2025

2026

2026

2025

2026

2026

2025

2027

Independence

Committee Membership

Committee Membership

Committee Membership

Audit

C

C

Compensation

C

C

Nominating and Corporate Governance

C

C

Demographics

Demographics

Demographics

Age

58

52

59

36

69

47

70

40

55

59

53

60

45

37

70

48

71

41

56

Gender Identity

M

M

F

M

M

F

M

M

M

M

M

F

M

M

M

F

M

M

M

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

* Chairman of the Board

Set forth below is a brief biography of each of our directors, including our director nominees. There are no family relationships among our directors and executive officers.

Directors

Class I Directors

The term of the following three Class I directors will expire at the 2024 Annual Meeting. The Class I Nominees are the only nominees for election at the Annual Meeting, for a term that will expire at the 2027 Annual Meeting of Stockholders or until each of their successors has been duly elected and qualified. All of our Class I Nominees were previously elected by stockholders at our 2021 Annual Meeting of Stockholders, except for Jose Tomás, who was appointed by the Board effective July 11, 2022 and initially recommended to the Board by a current director.

Neal Aronson

Neal Aronson became a member of our Board of Directors in December 2020, previously served as a member of the board of managers of Driven Investor LLC, and has served as chairman of our Board of Directors since the consummation of our initial public offering in January 2021 (“IPO”). Mr. Aronson founded Roark Capital Management, LLC, a private equity firm (“Roark”), and serves as its Managing Partner, a position he has held since 2001. Prior to founding Roark, Mr. Aronson was Co-Founder and Chief Financial Officer for U.S. Franchise Systems, Inc., or USFS, a franchisor of hotel chains. Prior to USFS, Mr. Aronson was a private equity professional at Rosecliff (a successor company to Acadia Partners), Odyssey Partners (a private

equity firm), and Acadia Partners (now Oak Hill, an investment firm). Mr. Aronson began his career in the corporate finance department at Drexel, Burnham, Lambert Inc. (a former investment bank). Mr. Aronson received a B.A. from Lehigh University. Mr. Aronson is a designated director nominee by Driven Equity Sub LLC, Driven Equity LLC, RC IV Cayman ICW Holdings Sub LLC and RC IV Cayman ICW Holdings LLC (collectively, our “Principal Stockholders”) under the Stockholders Agreement (as defined below).   Qualifications: Mr. Aronson’s experience as a private equity partner, chief financial officer, and in other senior executive leadership roles working with franchise companies in the retail, consumer, and business services industries, and knowledge of complex financial matters provide him with valuable and relevant experience in franchise administration, strategic planning, corporate finance, financial reporting, mergers and acquisitions, and leadership of complex organizations, and provide him with the qualifications and skills to serve as a director.

Class II Directors

The term of the following three Class II directors will expire at the 2025 Annual Meeting.

Catherine (Cathy) Halligan

Catherine (Cathy) Halligan became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. Ms. Halligan has served as an advisor to Narvar Inc. (a software provider) since 2013 and Chanel (a fashion company) since 2014. Ms. Halligan served as an Advisor from January to April 2012 and Senior Vice President, Sales & Marketing from July 2010 to December 2011 of PowerReviews Inc. (a leading SaaS software for customer reviews and social commerce) and prior to joining PowerReviews Inc., from 2005 to 2010, she held senior marketing and e-commerce roles at Walmart, including Chief Marketing Officer of Walmart.com from 2007 to 2009 and as Vice President Market Development,

Global eCommerce from 2009 to 2010. Ms. Halligan

also held executive roles at Williams- Somona, Inc., Blue Nile, and Gymboree. Ms. Halligan also serves as a director for Ferguson plc (a North American value-added distributor of infrastructure, plumbing, and HVAC products) where she serves on the Audit, Compensation, and Nominating and Governance Committees, Ulta Beauty Inc. (a retailer of All Things Beauty All In One Place), where she chairs the Compensation Committee and is a member of the Nominating and Governance Committee, and Jeld-Wen Holding, Inc. (a leading global manufacturer of high performance interior and exterior building products) where she serves on the CompensationAudit and Nominating and GovernanceCompensation Committees. She previously served as a director of FLIR Systems Inc. (a producer of thermal imaging cameras, components, and imaging sensors), where she chaired the Compensation Committee and was a member of the Audit Committee from 2014 to 2021. Ms. Halligan received a B.S. from Northern Illinois University.   Qualifications: Ms. Halligan’s extensive board experience and experience in digital transformation, marketing, and retail provide her with the qualifications and skills to serve as a director.

Rick Puckett

Rick Puckett became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. From December 2006 to December 2016, Mr. Puckett was the Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Snyder’s-Lance, Inc. (a snack food products company). Prior to Snyder’s-Lance, Mr. Puckett was Executive Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc. (a North American food wholesaler). Mr. Puckett serves as a director, chairman of the AuditCompensation Committee, and a member of the CompensationAudit Committee for SPX Corporation (a supplier of highly engineered infrastructure equipment technologies) and as a

and as a director, chairman of the Audit Committee, and a member of the Compensation and Nominating and Corporate Governance Committees of Whitehorse Finance, Inc. (an investment company), positions he has held since May 2016 and December 2012, respectively. Mr. Puckett has served as a member of the Board of Directors for Pet Valu, Inc., (a pet specialty retailer company, sincefrom August 2019)2019 to May 2023) where he serves onserved as the Chairman of the Audit Committee. He also served on the Board of Directors for Late July Brands, a privately-held food company, from 2007 through 2010. Mr. Puckett is a Certified Public Accountant, and he received a B.S. in accountingAccounting and an M.B.A. from the University of Kentucky.   Qualifications: Mr. Puckett’s experience in leadership roles at his past companies, significant knowledge and understanding of corporate finance and financial reporting, and his expert background as a Certified Public Accountant provide him with the qualifications and skills to serve as a director.

Michael Thompson

Michael Thompson became a member of our Board of Directors in December 2020 and previously served as a member of the board of managers of Driven Investor LLC. Mr. Thompson joined Roark in 2010 and currently serves as a Managing Director. Prior to joining Roark, Mr. Thompson worked at Montage Partners (Phoenix-based private equity firm). Before Montage, Mr. Thompson served as a Senior Associate at Kroll Zolfo Copper (a financial advising company). Mr. Thompson received a B.A. from Pomona College and an M.B.A. from the University of Chicago Booth School of Business. Mr. Thompson is a designated director nominee by our Principal Stockholders under the Stockholders Agreement.

Qualifications: Mr. Thompson’s involvement with his respective firms’ investments in various companies, in-depth knowledge, and industry experience, coupled with his skills in private financing and strategic planning, provide him with the qualifications and skills to serve as a director.

Class III Directors

The term of the following threefour Class III directors will expire at the Annual Meeting. The Class III Nominees are the only nominees for election at the Annual Meeting, for a term that will expire at the 2026 Annual Meeting of Stockholders or until each of their successors has been duly elected and qualified.Meeting.

CORPORATE GOVERNANCE

Information about our Board

The composition of our board of directors is strategically designed to effectively guide our strategy and oversee our operations. We believe that an effective board should be made up of individuals who collectively provide an appropriate balance of diverse occupational and personal backgrounds and perspectives, and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to the Company’s strategy and operations.

Our Board of directors currently has nineten members, including fivesix independent members and is divided into three classes, each serving staggered three-year terms of office, in accordance with our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws (our “Bylaws”). Each director is to hold office until such director’s term expires, their successor is duly elected and qualified, or until the director’s earlier death, resignation, or removal.

Selection of Nominees for our Board of Directors

The evaluation and selection of qualified director nominees is a key aspect of the Nominating and Corporate Governance Committee’s (the “NCGC”) regular evaluation of the composition of, and criteria for membership on, the Board. The NCGC also recommends to our Board of Directors for approval director nominees consistent with such director qualification criteria, applicable law, and the requirements of the Nasdaq Stock Market (“Nasdaq”Nasdaq”), and any obligations under our contractual arrangements, including the Stockholders Agreement.

With respect to director nominee procedures, the NCGC utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers, or stockholders, or it may choose to engage a search firm. The NCGC actively seeks to achieve a diversity of professional and personal backgrounds on our board. Additionally, the NCGC selects potential candidates based on their independence, demonstrated leadership ability, and ability to exercise sound judgment. It also takes into account the backgrounds and qualifications of the Board of Directors as a group to provide a significant breadth of experience, knowledge, and abilities that will assist the Board of Directors in fulfilling its responsibilities. Ultimately, the NCGC seeks to recommend to our Board of Directors only those nominees whose specific qualities, experience, and expertise will augment the skills, experiences and qualities on our Board of Directors and whose past experience evidences that they will: (1) dedicate sufficient time, energy, and attention to support the diligent performance of Board of Directors’ duties; (2) comply with the duties and responsibilities of directors set forth in our Bylaws; (3) comply with all duties of care, loyalty, and confidentiality applicable to them as directors; and (4) adhere to our Code of Conduct and Ethics, including, but not limited to, the policies on conflicts of interest expressed therein.

In connection with our IPO, we entered into the Stockholders Agreement (the “Stockholders Agreement”) with the Principal Stockholders, each of which is a related entity of Roark Capital Management, LLC. The Stockholders Agreement provides our Principal Stockholders the right to nominate to our Board of Directors a number of designees equal to: (i) a majority of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 50% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; (ii) 40% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 40% but less than 50% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; (iii) 30% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 30% but less than 40% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; (iv) 20% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 20% but less than 30% of the shares of our common stock outstanding and entitled to vote generally in the election of our directors; and (v) 10% of the total number of directors comprising our Board of Directors at such time as long as affiliates of our Principal Stockholders beneficially own at least 5% but less than 20%

of the shares of our common stock outstanding and entitled to vote generally in the election of our directors. Pursuant to the Stockholders Agreement, the Principal

Each of our committees is chaired by, and composed solely of, independent directors. Mr. Puckett is the Chair of the Audit Committee, Ms. Halligan is the Chair of the Compensation Committee, and Mr. Swinburn is the Chair of the NCGC.

proportion to their representation on the Board of Directors, except where prohibited by applicable laws or stock exchange regulations, in which case our Principal Stockholders are entitled to appoint observer members of any such restricted committee. Presently, directors designated by the Principal Stockholders do not serve on any committees of the Board.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Cathy Halligan, Peter Swinburn, and Jose Tomás. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows: