Heath R. Byrd
About Heath R. Byrd
Executive Vice President and Chief Financial Officer of Sonic Automotive since April 2013; previously Sonic’s Chief Information Officer (2007–2013) and earlier held senior roles at HR America and Ernst & Young. Age 58 as of the FY2024 10-K . Company performance during his tenure: FY2024 revenue $14,224.3 million and net income $216.0 million , Adjusted EPS used for pay decisions was $6.56 in 2024 , and a $100 investment in SAH at 12/31/2019 was worth $223.68 at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonic Automotive | Executive Vice President & CFO | 2013–present | Senior financial leadership across segments and capital allocation |
| Sonic Automotive | Vice President & Chief Information Officer | 2007–2013 | Led technology and information systems during growth and segment formation |
| HR America, Inc. | Director; President & COO; CFO & CIO | Prior to 2007 | Workforce management operations and financial leadership |
| Ernst & Young LLP | Manager, Management Consulting | Prior to HR America | Process and performance improvement consulting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HR America, Inc. | Director | Prior to 2007 | Governance and operational oversight at workforce management firm |
Fixed Compensation
Multi-year cash compensation (NEO summary table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $930,001 | $930,001 | $930,001 |
| Non-Equity Incentive (Performance Bonus) ($) | $1,554,081 | $1,138,761 | $3,022,500 |
| All Other Compensation ($) | $79,886 | $93,474 | $92,861 |
| Change in Pension Value ($) | — (decrease detailed separately) | $330,653 | $90,097 |
| Stock Awards Grant-Date Value ($) | $5,388,334 | $1,798,832 | $2,037,400 |
| Total Compensation ($) | $7,952,302 | $4,291,721 | $6,172,859 |
2024 annual bonus program parameters:
| Component | Minimum | Target | Maximum | Payout Basis |
|---|---|---|---|---|
| Adjusted EPS | $4.10 after dispositions | $5.12 after dispositions | $6.14 or more after dispositions | 50%, 100%, 300% of base salary respectively |
| CSI (% of franchised dealerships ≥ manufacturer CSI) | 70% | 75% | 80%+ | 5%, 15%, 25% of base salary respectively |
2024 actual bonuses certified: Adjusted EPS $6.56 (max) and CSI 93.3% (max), yielding $3,022,500 for Byrd .
2025 compensation changes (effective Jan 1, 2025):
| Metric | 2025 |
|---|---|
| Base Salary ($) | $1,023,000 |
| 2025 RSU Grant (units) | 23,487 units; performance-based, vests 25% on 3/31/2026, 30% on 2/5/2027, 45% on 2/5/2028; subject to 2025 Adjusted EPS condition |
Perquisites and benefits (2024): demonstrator vehicle imputed value $45,027, personal aircraft $9,212, executive wellness program $28,110, and 401(k) match $6,900 .
Performance Compensation
2024 equity awards and payout mechanics:
| Metric | Weighting/Payout | Target Definition | Vesting | 2024 Outcome |
|---|---|---|---|---|
| Performance RSUs (2024 grant) | Forfeiture schedule tied to Adjusted EPS; 90.91% remains at target; 100% remains at 105% of target; 0% below 75% | Adjusted EPS defined with tax, disposition, and exceptional item adjustments | 25% on 3/31/2025; 30% on 2/7/2026; 45% on 2/7/2027 (continued service) | Adjusted EPS 128% of target; 100% of 38,175 RSUs remained outstanding |
| Cash bonus (EPS component) | 0–300% of base salary per EPS grid | Adjusted EPS (as above) | Paid post certification | Max achieved (300%) |
| Cash bonus (CSI component) | 0–25% of base salary | % dealerships meeting manufacturer CSI (sales/service) | Paid post certification | Max achieved (25%) |
Equity Ownership & Alignment
Beneficial ownership (as of 2/28/2025):
| Item | Amount |
|---|---|
| Class A shares beneficially owned | 60,773 (includes RSUs) |
| Ownership % of Class A | Less than 1% |
| RSUs vesting within 60 days | 9,544 (scheduled March 31, 2025) |
| Indirect holdings | 12,129 shares via Bucknell Avenue, LLC (investment control) |
| Pledged shares | No pledge disclosure for Byrd in proxy footnotes |
| Anti-hedging/short selling policy | Hedging and short selling prohibited for directors/officers |
Outstanding equity awards (FY2024 year-end):
| Award (Grant Date) | Unvested Units | Market Value at $63.35 |
|---|---|---|
| RSUs (2/9/2022) | 14,313 | $906,713 |
| Retention RSUs (2/9/2022) | 75,000 | $4,751,250 |
| RSUs (2/8/2023) | 16,022 | $1,014,978 |
| Performance RSUs (2/7/2024) | 38,175 | $2,418,386 |
| Stock options | None outstanding |
Key vesting dates and amounts:
| Date | Amount | Source |
|---|---|---|
| 3/31/2025 | 25% of 2024 RSUs (9,544 units); also proxy footnote shows 9,544 RSUs vesting | |
| 2/8/2025 | Portion of 2023 RSUs vested (5,341 units) | |
| 2/8/2026 | Remaining 2023 RSUs vest | |
| 2/7/2026 | 30% of 2024 RSUs vest | |
| 2/7/2027 | 45% of 2024 RSUs vest | |
| 2/9/2027 | 75,000 retention RSUs cliff vest | |
| 3/31/2026, 2/5/2027, 2/5/2028 | 25%/30%/45% of 2025 performance RSUs vest (subject to 2025 EPS) |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Provides base salary, bonus eligibility, equity participation, confidentiality; severance if terminated by Company other than “cause” |
| Severance (no cause) | One-half of then-current annual base salary, paid in two installments (~15 days post-termination and six months later) |
| Equity acceleration (termination w/o cause) | Accelerated RSU vesting per plan and agreements; 12/31/2024 estimated accelerated RSU value $7,032,452 at $63.35/share (includes pro-rata retention units) |
| Change-in-control (CIC) equity | Outstanding stock awards generally vest immediately upon CIC (single trigger) |
| CIC gross-up | Excise tax gross-up protection for Section 280G/4999; estimated no gross-up for Byrd in modeled 12/31/2024 CIC termination scenario |
| SERP (Tier 1) | 50% of final average salary, paid over 15 years; present value $4,943,902 at 12/31/2024; fully vested; estimated annual payment $465,001 if disability or retirement at 12/31/2024; CIC provides vesting and lump sum payment within 24 months if separation |
| Retention RSUs (2022) | 75,000 RSUs; five-year cliff vesting on 2/9/2027; pro-rata vesting if death/disability/termination without cause; full vest on CIC; includes two-year non-compete and non-solicit; forfeiture/recoupment if covenants violated |
| Clawback policy | Board-adopted 2023 Clawback Policy for restatements; all awards subject to clawback policies |
| Deferred Compensation | Eligible plan; no executive participation by Byrd in 2024 |
| Section 16 compliance | One late Form 4 by Byrd to report a gift (noted in delinquent Section 16(a) section) |
Investment Implications
- Pay-for-performance alignment is strong: 2024 cash bonus and 2024 performance RSUs were entirely tied to Adjusted EPS and CSI, both certified at maximum, resulting in significant variable pay (bonus ~325% of base), while base salary remained flat through 2024 and rose modestly in 2025 .
- Retention and selling pressure: Multiple near-term vesting events (3/31/2025: ~9.5k RSUs; 2/8/2026 and 2/7/2026; 2/9/2027: 75k retention RSUs) could create supply from diversification; however, no pledging is disclosed for Byrd and Company prohibits hedging/short selling .
- Governance risks: CIC single-trigger equity vesting and excise tax gross-up protection (even if not currently estimated to apply to Byrd) are shareholder-unfriendly features; still, executive compensation received 99%+ say-on-pay approval in 2024, indicating investor support .
- Long-term alignment via SERP and retention RSUs suggests low near-term departure risk; however, the 2027 cliff vest is a key retention milestone to monitor .