B. Scott Smith
About B. Scott Smith
B. Scott Smith, 57, is a co-founder of Sonic Automotive and has served as a director since July 2022 after previously serving as Chief Executive Officer, President, and director from January 1997 through September 2018. He is a co-owner, officer, and director of Speedway Motorsports and Sonic Financial Corporation (SFC), and co-owner of Tattoo Projects; he is the brother of CEO/Chairman David Bruton Smith and director Marcus G. Smith . Sonic qualifies as a controlled company under NYSE rules based on Smith family voting control .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonic Automotive (SAH) | Co-founder; CEO, President, Director | Jan 1997–Sep 2018 (exec/officer & director); Director again since Jul 2022 | No current committee assignments; governance influence via family control |
| Sonic Financial Corporation (SFC) | Co-owner, Officer, Director | Ongoing | Largest stockholder of SAH; shared voting/control over Class B |
| Speedway Motorsports | Co-owner, Officer, Director | Ongoing | Family-controlled affiliate with multiple related-party transactions with SAH |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Speedway Motorsports | Co-owner, Officer, Director | Ongoing | Affiliate to SAH; purchases/sales and sponsorship arrangements with SAH subsidiaries |
| Sonic Financial Corporation (SFC) | Co-owner, Officer, Director | Ongoing | Aircraft services arrangements with SAH; controls Class B shares |
| Tattoo Projects | Co-owner | Ongoing | Private marketing firm; disclosed affiliation |
Board Governance
- Independence: Non-independent director (SAH is a controlled company; independent directors are Belk, Taylor, Kaiser) .
- Committee assignments: None (not on Audit, Compensation, or NCG committees) .
- Attendance and engagement:
- Independent director executive sessions occur every regular meeting; Led by Lead Independent Director .
- Board met four times in 2024; each incumbent director attended ≥75% of Board and committee meetings served .
- Directors are expected to attend annual meetings; all nine directors in office participated in the 2024 annual meeting .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Attendance threshold met | ≥75% for each incumbent director | ≥75% for each incumbent director |
| Annual meeting attendance | 9 of 10 directors participated (virtual) | All nine directors participated |
| Committee memberships (B. Scott Smith) | None | None |
| Independence status | Controlled company; Smith family non-independent | Controlled company; Smith family non-independent |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $21,250 | $0 |
| All Other Compensation ($) | $56,721 (includes demonstrator vehicle value; dividend/cash equivalents on awards; legacy $400k life insurance premium) | $38,396 (includes demonstrator vehicle value; dividend equivalents; legacy $400k life insurance premium) |
| Annual retainer policy (structure) | $105,000 cash retainer; optional conversion of all/part to RSUs; additional chair fees ($12,500 for Lead Independent/Comp Chair/NCG Chair; $20,000 Audit Chair; $6,250 Vice Chair); demonstrator vehicle benefit | Same structure; RSU grant mechanics per 2012 Formula Plan |
Performance Compensation
Directors receive annual RSUs under the 2012 Formula Plan, generally vesting in full on the first anniversary or the day before the next annual meeting; dividend equivalents accrue and are paid in cash upon vesting; change-in-control triggers full vesting .
| Equity Awards (Director) | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards (grant date fair value, $) | $256,455 | $328,233 |
| Outstanding RSU awards (# at year-end) | 6,564 | 5,792 |
| Vesting detail | RSUs vest upon earlier of first anniversary or day prior to next annual meeting | RSUs vest upon earlier of day prior to Annual Meeting or April 25, 2025 |
Other Directorships & Interlocks
- Family interlocks: Multiple SAH directors are officers/directors of Speedway Motorsports and SFC; CEO David Bruton Smith serves on Speedway Motorsports and SFC boards performing compensation-equivalent functions, while Speedway/SFC executives serve as SAH directors .
- Related-party transactions (2024):
- Purchases of zMAX from Oil-Chem (Speedway subsidiary): ~$0.4 million .
- Merchandise/apparel purchases from SMISC (Speedway subsidiary): ~$0.8 million .
- Vehicle sales to Speedway subsidiaries: ~$0.2 million .
- EchoPark NASCAR sponsorship fees: $2.5 million for 2024; new agreement for $2.75 million (2025), $2.8 million (2026), $2.85 million (2027) with Speedway GLOBE .
- Aircraft-related transactions with SFC: Aggregate ~$4.6 million (approx. $4.3 million paid; $0.3 million received) .
Expertise & Qualifications
- Founder/operator experience with deep automotive retail and affiliated business operations across Speedway Motorsports and SFC .
- Strategic governance influence via controlling shareholder group; no specific educational credentials disclosed in proxy .
Equity Ownership
| Ownership Metric | As of Feb 29, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Class A shares beneficially owned | 1,221,808 | 1,227,600 |
| % of outstanding Class A | 5.6% | 5.6% |
| Class B shares beneficially owned | 12,029,375 (via SFC: 9,858,125; OBS: 2,171,250) | 12,029,375 (via SFC: 9,858,125; OBS: 2,171,250) |
| % of outstanding Class B | 100.0% (shared control via SFC/OBS) | 100.0% (shared control via SFC/OBS) |
| % of all outstanding voting stock | 38.9% | 39.1% |
| RSUs vesting within 60 days | 6,564 (vest by day prior to 2024 annual meeting or May 16, 2024) | 5,792 (vest by day prior to 2025 annual meeting or April 25, 2025) |
| Shares pledged as collateral | ~378,710 Class A shares | ~385,274 Class A shares |
Director stock ownership guidelines require non-employee directors to hold shares equal to 5× annual cash retainer within five years; all non-employee directors are compliant or within the first five years . Hedging and short selling of SAH securities are prohibited for directors .
Governance Assessment
- Independence and committee work: Smith is a non-independent director with no committee assignments, while SAH operates under a controlled company exemption with only three independent directors . This structure concentrates oversight power within the controlling family and limits independent checks, a governance quality concern for minority investors.
- Conflicts/related-party exposure: Material recurring transactions with Speedway/SFC affiliates (zMAX, merchandise, NASCAR sponsorships, aircraft services) create potential conflicts; although reviewed under charters/indentures, these relationships warrant close monitoring due to Smith’s officer/director roles at affiliates and substantial influence at SAH .
- Ownership alignment: Very high “skin-in-the-game” via Class A and controlling Class B positions; however, pledged shares (~385k) are a red flag due to potential forced sales risk under adverse market conditions .
- Engagement and attendance: Meets attendance thresholds; annual meeting participation consistent with board policy .
- Director pay mix: Equity-heavy compensation with optional conversion of cash retainers into RSUs supports alignment; perquisites include demonstrator vehicles and legacy life insurance premium . No director performance metrics apply; RSUs vest on time/change-in-control .
- Shareholder sentiment: SAH has historically strong say-on-pay support (94% in 2022; 96% in 2023; >99% in 2024), indicating broad investor acceptance of executive pay frameworks amid the controlled structure, though these votes pertain to named executive officers rather than directors .
RED FLAGS
- Non-independent status under controlled company structure .
- Significant related-party transactions with Speedway/SFC affiliates .
- Shares pledged as collateral (~385k Class A) .
Notes on Insider Trading Activity
- No Form 4 insider transactions were found for “B. Scott Smith” in SAH from Jan 1, 2023 to Nov 20, 2025 (insider-trades skill query).